PREDICTIVE DISCOVERY LIMITED - AGM Information 2016

Predictive Discovery Limited ABN 11 127 171 877

Notice of Annual General Meeting

TIME: 10.00 am DATE: 29 November 2016 PLACE: Level 2, 33 Ord Street, West Perth, Western Australia

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Eric Moore, on +61 8 6143 1840

Notice of Meeting to Shareholders

The Annual General Meeting of Shareholders in Predictive Discovery Limited ( Predictive or the Company ) will be held at the Company’s office at Level 2, 33 Ord Street, West Perth, Western Australia on Tuesday 29 November 2016 at 10.00 am (WST).

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Please note terms contained in this Notice of Meeting have the same meaning as set out in Schedule 1 of the Explanatory Memorandum accompanying this Notice of Meeting.

1. Financial Report

To receive and consider the Annual Financial Report of the Company, together with the declaration of the directors, the Directors Report and the Auditors Report, for the year ended 30 June 2016.

2. Resolution 1 - Re-election of Mr David Kelly as a director of the Company

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That Mr David Kelly who was appointed to fill a casual vacancy and will retire at the Annual General Meeting in accordance with Article 19.5 of the Company’s Constitution, be re-elected as a Director of the Company.”

3. Resolution 2 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following non-binding resolution as an ordinary resolution:

"That Shareholders’ adopt the Remuneration Report for the year ended 30 June 2016 as disclosed in the 2016 Annual Report."

Note – the vote on this resolution is advisory only and does not bind the Directors of the Company.

Voting Prohibition Statement : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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:

(a) The voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or
(b) 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 the Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

________________ 4 . Resolution 3 – Grant of Options to Related party

To consider and, if thought fit, to pass the following resolution as an ordinary resolution

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 8,250,000 Options to Holihox Pty Ltd (a related party being a company controlled by Director Mr Phillip Jackson) or its nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Holihox Pty Ltd, Mr Phillip Jackson and any of their associates. However, the Company need not disregard a vote if it is cast by a person as 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy forms to vote as the proxy decides.

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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 for the company (or if the company is part of a
consolidated entity, for the entity); or
(ii) A Closely Related Party of such a member; and
(b) The appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) The proxy is the Chair; and
(b) The appointment expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with the remuneration of a member of the Key Management Personnel
of the company or if the company is part of a consolidated entity, for the entity.
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5. Resolution 4 – Grant of Options to Related party

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 8,250,000 Options to Mr David Kelly (a director of the Company) or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr David Kelly (and his nominee) and any of their associates. 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 the proxy is either:

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

(b) a Closely Related Party of such a member; and

the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) 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 of the company or if the company is part of a consolidated entity, for the entity.

6. Resolution 5 – Grant of Options to Related party

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 33,000,000 Options to Mr Paul Roberts (a director of the Company) or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Paul Roberts (and his nominee) and any of their associates. 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 the proxy is either:

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

(b) a Closely Related Party of such a member; and

the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) 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 of the company or if the company is part of a consolidated entity, for the entity.

7. Resolution 6 – Grant of Options to Consultants

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes, approval is given for the grant of 9,075,000 Options to certain consultants of the Company or their nominees, on the terms and conditions set out in the Explanatory Memorandum.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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 (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) 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 of the company or if the company is part of a consolidated entity, for the entity.

8. Resolution 7 – Ratify Share Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,000,000 Shares to unrelated investors on terms and conditions set out in the Explanatory Memorandum."

Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of such persons. However, the Company need not disregard a vote if it is cast by a person as 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. Resolution 8 – Ratify Share Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Shares to unrelated investors on terms and conditions set out in the Explanatory Memorandum."

BY ORDER OF THE BOARD

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E G MOORE COMPANY SECRETARY

DATED: 25 OCTOBER 2016

Information for voting shareholders

Voting Entitlements

For the purpose of determining a person’s entitlement to vote at the Annual General Meeting, and in accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2011 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on 27 November 2016.

On a poll, Shareholders have one vote for every Share held.

How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, by fax or as an email attachment.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by proxy

In accordance with section 249L of the Corporations Act, members (i.e. Shareholders) 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.

Each proxy will have the right to vote on a poll and also to speak at the meeting.

The proxy can be either an individual or a body corporate.

Any instrument appointing a proxy must in accordance with clause 10.34 of the Company’s Constitution be received by the Company not less than 48 hours before the time for the meeting (i.e. it must be received by no later than 10.00 am (WST) on 27 November 2016.

The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with its constituent documents and the laws of that corporation’s place of incorporation. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, or as an email attachment and by no later than 10.00 am (WST) on 27 November 2016. If facsimile transmission or email together with an attachment is used, the power of attorney must be certified.

Directed Proxies

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed if a poll is demanded.

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 :

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).

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; or
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.

A proxy form is attached to this Notice of Meeting.

Undirected Proxies

If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit subject to any restrictions at law or under the ASX Listing Rules.

Should any resolution, other than those specified in this Notice of Meeting, be proposed at the General Meeting, a proxy may vote on that resolution as they think fit subject to any restrictions at law or under the Listing Rules.

If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on a poll called in relation to a Resolution and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting prohibition or exclusion laws or rules which apply to some of the proposed Resolutions (if any). These laws and rules (if any) are explained in this Notice.

Corporate Representatives

Any corporation which is a Shareholder may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair of the General Meeting) a natural person to act as its representative at the Annual General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Explanatory Memorandum

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of Predictive Discovery Limited ( Predictive or the Company ) in relation to business to be conducted at the Annual General Meeting to be held at the Company’s office at Level 2, 33 Ord Street, West Perth, Western Australia at 10.00 am on Tuesday 29 November 2016.

Purpose of Explanatory Memorandum

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial or legal advice.

Notice to persons outside of Australia

This Explanatory Memorandum has been prepared in accordance with the Corporations Act and the Listing Rules, disclosure requirements and Accounting Standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

Forward looking statements

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While Predictive believes that the expectations reflected in the forward looking statements are reasonable, neither Predictive nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

Disclaimer

No person is authorised to give any information or make any representation in connection with the proposed transactions which is not contained in this Explanatory Memorandum. Any information which is not contained in this Explanatory Memorandum may not be relied on as having been authorised by Predictive or the Board in connection with the proposed transactions.

Responsibility for information

The information contained in this Explanatory Memorandum has been prepared by Predictive and is the responsibility of Predictive.

ASX

A copy of the Notice of Meeting and Explanatory Memorandum has been lodged with ASX pursuant to the Listing Rules. Neither ASX nor any of its officers take any responsibility for the contents of the Notice and Explanatory Memorandum.

Definitions

Many capitalised terms used in this Explanatory Memorandum are defined in the Glossary in Schedule 1.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Company Secretary, Mr Eric Moore, telephone: +61 8 6143 1840.

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 2016 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.predictivediscovery.com

2. Resolution 1- Re-election of Mr David Kelly as a Director

Article 19.5 of the Company's Constitution requires that a Director who was appointed to fill a casual vacancy must retire from office and will be eligible for re-election at the next annual general meeting following his or her appointment. David Kelly was appointed to fill a casual vacancy on 22 January 2016. Accordingly, Mr Kelly retires at the Annual General Meeting in accordance with the Company's Constitution and, being eligible, seeks re-election.

Details regarding Mr Kelly’s qualifications are set out in the Company’s 2016 Annual Report.

3. Resolution 2 – Approval of Remuneration Report

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 Company or the Directors of 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 a financial year.

The Chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder 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 most recent financial year) 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.

Previous voting results

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.

4. Resolutions 3-5 Grant of Options to related parties

4.1 Background

The Company has agreed, subject to Shareholder approval, to grant a total of 49,500,000 Options to related parties of the Company ( Related Parties ), as follows:

(a) 8,250,000 Options proposed to be granted to Holihox Pty Ltd (controlled by Director Mr Phillip Jackson) or its nominee under Resolution 3;
(b) 8,250,000 Options proposed to be granted to Director Mr David Kelly or his nominee under Resolution 4; and
(c) 33,000,000 Options proposed to be granted to Director Mr Paul Roberts or his nominee under Resolution 5.

( Related Party Options ).

The Related Party Options will comprise 3 classes of Options (and the Related Parties Options to be granted to each Related Party are to comprise these classes in equal amounts) as follows:

Class A: A 2 year term with an exercise price for the Related Party Options of a 40% premium to the volume weighted average price of the Company’s shares for the 5 trading days in which Shares were traded immediately prior to the date of grant of the Options. See Schedule 2 for full terms.
Class B: A 3 year term with an exercise price for the Related Party Options of a 100% premium to the volume weighted average price of the Company’s shares for the 5 trading days in which Shares were traded immediately prior to the date of grant of the Options. See Schedule 3 for full terms.
Class C: A 4 year term with an exercise price for the Related Party Options of a 200% premium to the volume weighted average price of the Company’s shares for the 5 trading days in which Shares were traded immediately prior to the date of grant of the Options. See Schedule 4 for full terms.

Each of the Directors has taken a significant reduction in fees and salaries in the past 18 months, commencing in April 2015, in an effort to conserve cash. When Mr Kelly was appointed as a non-executive director in January 2016, he accepted lower than industry standard directors’ fees with his letter of appointment stating that shareholder approval would be sought at the next Annual General Meeting of the Company to issue him with Options.

In addition to the above, the grant of the Related Party Options to the Related Parties is designed to reward the commitment and performance of the Directors and better align their interests with shareholders. With the exercise prices of the Related Party Options being at a significant premium to the volume weighted average Share price in the 5 days on which the Shares were traded immediately prior to the date of grant, it will thereby provide a material additional incentive for the ongoing involvement of the Directors to the growth of the Company without drawing on the Company’s cash reserves.

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors or, in the case of Holihox Pty Ltd, being a company controlled by a Director (namely Phillip Jackson).

In relation to Resolution 3, the Directors, other than Mr Phillip Jackson who has a material personal interest in Resolution 3, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required (by relying on the arm’s length exception in section 210 of the Corporations Act) in respect of the proposed grant of Related Party Options to Holihox Pty Ltd or its nominee because they are being granted in consideration of fees forgone by the Related Party and are considered a reasonable part of the Related Party’s remuneration in the circumstances having regard to the services provided and procured by the Related Party to the Company and have been made on an arm’s length basis (i.e. without involvement of Mr Phillip Jackson and having due regard to current market practices of other ASX listed companies of a similar size and with similar activities to the Company).

In relation to Resolution 4, the Directors, other than Mr David Kelly who has a material personal interest in Resolution 4, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required (by relying on the arm’s length exception in section 210 of the Corporations Act) in respect of the proposed grant of Related Party Options to Mr David Kelly or his nominee because they are being granted in consideration of fees forgone by the Related Party and are considered a reasonable part of the Related Party’s remuneration in the circumstances having regard to the services provided and procured by the Related Party to the Company and have been negotiated on an arm’s length basis (i.e. without involvement of Mr David Kelly and having due regard to current market practices of other ASX listed companies of a similar size and with similar activities to the Company).

In relation to Resolution 5, the Directors, other than Mr Paul Roberts who has a material personal interest in Resolution 5, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required (by relying on the arm’s length exception in section 210 of the Corporations Act) in respect of the proposed grant of Related Party Options to Mr Paul Roberts or his nominee because they are being granted in consideration of fees forgone by the Related Party and are considered a reasonable part of the Related Party’s remuneration in the circumstances having regard to the services provided and procured by the Related Party to the Company and have been negotiated on an arm’s length basis (i.e. without involvement of Mr Paul Roberts and having due regard to current market practices of other ASX listed companies of a similar size and with similar activities to the Company).

4.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Related Party Options involves the issue of securities to Related Parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances in respect of any of Resolutions 3 to 5.

4.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3 to 5:

(a) the Related Party Options are proposed to be granted as follows:
(i) 8,250,000 Options proposed to be granted to Holihox Pty Ltd (controlled by Director Mr Phillip Jackson) or its nominee under Resolution 3 (comprising 2,750,000 Class A Options, 2,750,000 Class B Options and 2,750,000 Class C Options);
(ii) 8,250,000 Options proposed to be granted to Director Mr David Kelly (or his nominee) under Resolution 4 (comprising 2,750,000 Class A Options, 2,750,000 Class B Options and 2,750,000 Class C Options); and

(iii) 33,000,000 Options proposed to be granted to Director Mr Paul Roberts (or his nominee) under Resolution 5 (comprising 11,000,000 Class A Options, 11,000,000 Class B Options and 11,000,000 Class C Options);
(b) the maximum number of Related Party Options the subject of Resolutions 3 to 5 is 49,500,000 in the respective amounts set out in (a) above;
(c) the Related Party Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Related Party Options will occur on the same date;
(d) the Related Party Options will be granted for nil consideration and accordingly no funds will be raised from the grant of the Related Party Options; and
(e) the Related Party Options comprise Class A Options, Class B Option and Class C Options. The terms of these different classes of options are set out in Schedules 2, 3 and 4 respectively of this this Explanatory Memorandum.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Related Party Options under Resolutions 3 to 5 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Related Party Options under Resolutions 3 to 5 will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

5. Resolution 6 - Grant of Options to Consultants

5.1 Background

Resolution 6 seeks Shareholder approval for the grant of up to 9,075,000 incentive Options to the following consultants of the Company:

a. Golden Kilometre Mines Pty Ltd - a company controlled by Company Secretary Eric Moore, which company provides Company Secretarial services to the Company by virtue of a Services Agreement with Aurora Minerals Limited; and
b. Adelphi Resources Pty Ltd - a company associated with Company Group Accountant Bruce Waddell, which company provides accounting services to the Company by virtue of a Services Agreement with Aurora Minerals Limited; and
c. Fractore Pty Ltd– a company associated with Consultant Geologist Finbarr Murphy, which company provides geological consulting services to the Company.

( Consultants ).

The grant of the Options to the Consultants is designed to:

(a) encourage Mr Moore, Mr Waddell and Mr Murphy to have a greater involvement in the achievement of the Company's objectives by providing a material additional incentive for their ongoing commitment and dedication to the continued growth of the Company; and
(b) do this in a way which does not deplete the Company’s cash reserves.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 6 will be to allow the Company to issue the Options to the Consultants during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

The following additional information is provided to Shareholders pursuant to Listing Rule 7.3 in relation to the issue of Options to the Consultants under Resolution 6:

(a) the maximum number of Options to be granted under Resolution 6 is 9,075,000 comprising:
- (i) 1,100,000 Class A Options, 1,100,000 Class B Options and 1,100,000 Class C Options to be granted to Golden Kilometre Mines Pty Ltd (a company controlled by Company Secretary Eric Moore); and
- (ii) 825,000 Class A Options, 825,000 Class B Options and 825,000 Class C Options to be granted to Adelphi Resources Pty Ltd (a company associated with Company Group Accountant Bruce Waddell); and
- (iii) 1,100,000 Class A Options, 1,100,000 Class B Options and 1,100,000 Class C Options to be granted to Fractore Pty Ltd (a company associated with Consulting Geologist Finbarr Murphy).
(b) the Consultant Options will be granted no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that grant of the Consultant Options will occur on the same day;
(c) the Consultant Options will be granted for nil consideration and accordingly no funds will be raised from the grant of the Consultant Options under Resolution 6;
(d) the Consultant Options will be granted to Golden Kilometre Mines Pty Ltd, Adelphi Resources Pty Ltd and Fractore Pty Ltd or their nominees; and
(e) the Consultant Options comprises Class A Options, Class B Options and Class C Options the terms of which are set out in the Schedules 2, 3 and 4 respectively to this Explanatory Memorandum.
6 Resolution 7 – Ratification of the Predictive Discovery Limited Share Placement made on 25 August 2016

General

On 25 August 2016, the Company issued 45,000,000 Shares at an issue price of $0.01 per Share to raise $450,000.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

a) 45,000,000 Shares were issued;
b) the issue price was $0.01 per Share;
c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
d) the Shares were issued to sophisticated investors. None of these subscribers are related parties of the Company; and
e) the funds raised from this issue were used for working capital.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

7 Resolution 8 – Ratification of the Predictive Discovery Limited Share Placement made on 4 October 2016

General

On 4 October 2016, the Company issued 3,000,000 Shares at an issue price of $0.01 per Share to raise $30,000.

Resolution 9 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

a) 3,000,000 Shares were issued;
b) the issue price was $0.01 per Share;
c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
d) the Shares were issued to clients of Patersons Limited. None of these subscribers are related parties of the Company; and
e) the funds raised from this issue were used for working capital.

The Directors recommend that Shareholders vote in favour of Resolution 8.

Schedule 1- Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

$ ABN ACN Associate ASX

Board Closely Related Party

Australian dollars

Australian Business Number. Australian Company Number.

The meaning given to that term in the Corporations Act.

ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

The board of Directors. 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’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).

Chair

Class A Options Class B Options Class C Options Company or Predictive Corporations Act

The chair of the Meeting.

Means Options on the terms and conditions set out in Schedule 2. Means Options on the terms and conditions set out in Schedule 3. Means Options on the terms and conditions set out in Schedule 4. Predictive Discovery Limited (ABN 11 127 171 877).

The Corporations Act 2001 (Cth).

Director A director of Predictive.

Explanatory Memorandum The Explanatory Memorandum accompanying the Notice of Meeting. Key Management Personnel Has the same meaning as in the accounting standards (as that term is defined in the Corporations Act) and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, directly or indirectly, including any director (whether executive or non-executive) of the Company or if the Company is part of a consolidated entity of an entity within the consolidated group.

Listing Rules

The listing rules of the ASX.

Notice of Meeting

Meeting or Annual General Meeting

The notice convening the Annual General Meeting, which accompanies this Explanatory Memorandum.

The Annual General Meeting of Predictive called by the Notice of Meeting.

Option means an option to acquire a Share. Proxy Form Proxy Form attached to the Notice of Meeting.

Related Parties

Related Parties Has the meaning given in section 4.1 of this Explanatory Memorandum. Related Party Options Has the meaning given in section 4.1 of this Explanatory Memorandum. Resolution Resolution in the Notice of Meeting. Share Means a share in the capital of the Company. Shareholder The registered holder of a Share.

Schedule 2 -Terms and Conditions of Class A Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) The Options will expire at 5.00pm (WST) on the date which is 24 months after the date of grant ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to (e) below, the amount payable upon exercise of an Option will be equal to 140% of the volume weighted average price of Shares for the 5 trading days in which the Shares were traded immediately prior to the Option grant date ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
(e) An Optionholder may exercise Options by lodging with the Company, before the Expiry Date either:
A. a written notice of exercise of Options specifying the number of Options being exercised together with a cheque or electronic funds transfer for the Exercise Price for the Options being exercised; or
B. a written election signed by the Optionholder electing to use the Cashless Exercise Facility in respect of the number of Options set out in the written election,

(either of the above being an Exercise Notice ).

For the purpose of the above “Cashless Exercise Facility” means to exercise a number of Options and not pay an Exercise Price, and thereby receive a lesser number of Shares on exercise of the Options such that the Optionholder is allotted a number of Shares with an aggregate value equivalent to the net value of the Shares the Optionholder would have otherwise acquired if the Optionholder had paid an Exercise Price, after that Exercise Price is deducted from the value of those Shares.

(f) Within 10 Business Days of receipt of an Exercise Notice, the Company will allot the number of Shares required under these terms in respect of the number of Options specified in the Exercise Notice.
(g) Subject to the Listing Rules of the ASX, the Options can be transferred to a Nominee of the Optionholder, but otherwise are not transferable, without the prior written approval of the Directors. “Nominee” means (a) a spouse or de facto spouse of the Optionholder, or (b) a child, sibling or parent of the Optionholder, or (c) a family trust associated with the Optionholder, or (d) a superannuation fund in which the Optionholder or any of the persons referred to in the foregoing is a member, or any other nominee approved by the Company.
(h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu with other Shares.
(i) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(l) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced according to the formula set out in ASX Listing Rule 6.22.2. Subject to the foregoing an Option does not otherwise confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(m) In the event of the death of the Optionholder then all of the Options shall remain in full force and effect for the full term up until the Expiry Date and may be exercised at any time up to the Expiry Date by the deceased Option Holder's legal personal representative.
(n) In the event that that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company following the takeover of the Company or following a Change in Control, all of the Options shall remain in full force and effect for the full term up until the Expiry Date. A ‘Change in Control’ means a change in the composition of the shareholders of the Company whereby a person who does not presently control the Company within the meaning of section 50AA of the Corporations Act gains such control over the Company.
(o) In the event that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company all of the Options shall remain in full force and effect for the full term up until the Expiry Date
(p) For the avoidance of doubt it is recorded that the terms of the Options will not be affected in the event that in the future if an Optionholder or the person to whom the Options were offered who is a director of the Company ceases to be a director of the Company.

Schedule 3 -Terms and Conditions of Class B Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) The Options will expire at 5.00pm (WST) on the date which is 36 months after the date of grant ( Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to (e) below, the amount payable upon exercise of an Option will be equal to 200% of the volume weighted average price of Shares for the 5 trading days in which the Shares were traded immediately prior to the Option grant date ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
(e) An Optionholder may exercise Options by lodging with the Company, before the Expiry Date either:
A. a written notice of exercise of Options specifying the number of Options being exercised together with a cheque or electronic funds transfer for the Exercise Price for the Options being exercised; or
B. a written election signed by the Optionholder electing to use the Cashless Exercise Facility in respect of the number of Options set out in the written election,

(either of the above being an Exercise Notice ).

(f) Within 10 Business Days of receipt of an Exercise Notice, the Company will allot the number of Shares required under these terms in respect of the number of Options specified in the Exercise Notice.
(g) Subject to the Listing Rules of the ASX, the Options can be transferred to a Nominee of the Optionholder, but otherwise are not transferable, without the prior written approval of the Directors. “Nominee” means (a) a spouse or de facto spouse of the Optionholder, or (b) a child, sibling or parent of the Optionholder, or (c) a family trust associated with the Optionholder, or (d) a superannuation fund in which the Optionholder or any of the persons referred to in the foregoing is a member, or any other nominee approved by the Company.
(h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu with other Shares.
(i) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(l) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced according to the formula set out in ASX Listing Rule 6.22.2. Subject to the foregoing an Option does not otherwise confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(m) In the event of the death of the Optionholder then all of the Options shall remain in full force and effect for the full term up until the Expiry Date and may be exercised at any time up to the Expiry Date by the deceased Option Holder's legal personal representative.
(n) In the event that that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company following the takeover of the Company or following a Change in Control, all of the Options shall remain in full force and effect for the full term up until the Expiry Date. A ‘Change in Control’ means a change in the composition of the shareholders of the Company whereby a person who does not presently control the Company within the meaning of section 50AA of the Corporations Act gains such control over the Company.
(o) In the event that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company all of the Options shall remain in full force and effect for the full term up until the Expiry Date
(p) For the avoidance of doubt it is recorded that the terms of the Options will not be affected in the event that in the future if an Optionholder or the person to whom the Options were offered who is a director of the Company ceases to be a director of the Company.

Schedule 4 -Terms and Conditions of Class C Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share.
(b) The Options will expire at 5.00pm (WST) on the date which is 48 months after the date of grant ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) Subject to (e) below, the amount payable upon exercise of an Option will be equal to 300% of the volume weighted average price of Shares for the 5 trading days in which the Shares were traded immediately prior to the Option grant date ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
(e) An Optionholder may exercise Options by lodging with the Company, before the Expiry Date either:
A. a written notice of exercise of Options specifying the number of Options being exercised together with a cheque or electronic funds transfer for the Exercise Price for the Options being exercised; or
B. a written election signed by the Optionholder electing to use the Cashless Exercise Facility in respect of the number of Options set out in the written election,

(either of the above being an Exercise Notice ).

(f) Within 10 Business Days of receipt of an Exercise Notice, the Company will allot the number of Shares required under these terms in respect of the number of Options specified in the Exercise Notice.
(g) Subject to the Listing Rules of the ASX, the Options can be transferred to a Nominee of the Optionholder, but otherwise are not transferable, without the prior written approval of the Directors. “Nominee” means (a) a spouse or de facto spouse of the Optionholder, or (b) a child, sibling or parent of the Optionholder, or (c) a family trust associated with the Optionholder, or (d) a superannuation fund in which the Optionholder or any of the persons referred to in the foregoing is a member, or any other nominee approved by the Company.
(h) All Shares allotted upon the exercise of Options will upon allotment rank pari passu with other Shares.
(i) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(l) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced according to the formula set out in ASX Listing Rule 6.22.2. Subject to the foregoing an Option does not otherwise confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(m) In the event of the death of the Optionholder then all of the Options shall remain in full force and effect for the full term up until the Expiry Date and may be exercised at any time up to the Expiry Date by the deceased Option Holder's legal personal representative.
(n) In the event that that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company following the takeover of the Company or following a Change in Control, all of the Options shall remain in full force and effect for the full term up until the Expiry Date. A ‘Change in Control’ means a change in the composition of the shareholders of the Company whereby a person who does not presently control the Company within the meaning of section 50AA of the Corporations Act gains such control over the Company.
(o) In the event that the person to whom the Options were originally offered to ceases to provide services to, or be employed by, the Company all of the Options shall remain in full force and effect for the full term up until the Expiry Date
(p) For the avoidance of doubt it is recorded that the terms of the Options will not be affected in the event that in the future if an Optionholder or the person to whom the Options were offered who is a director of the Company ceases to be a director of the Company.

PREDICTIVE DISCOVERY LIMITED ABN 11 127 171 877

Suite 2, Level 2 20 Kings Park Road West Perth WA 6005 PO Box 644 West Perth WA 6872

Telephone: 61 (8) 6143 1840 Facsimile: 61 (8) 9321 4692 Email: [email protected] Website: www.predictivediscovery.com

Proxy Form

Appointment of Proxy

I/We___________

of _____________

being a member of Predictive Discovery Limited ( Company ) entitled to attend and vote at the Annual General Meeting of the Company ( Meeting ) to be held at 10.00am on 29 November 2016 at Level 2, Level 2, 33 Ord Street, West Perth, Western Australia, hereby appoint:

______	or		the Chair of the Meeting as your proxy (if so
Print name of Proxy		please mark the box)

or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/ our proxy to act on my/ our behalf (including to vote in accordance with the following directors or, if no directions have been given and to the extent permitted at law, as the proxy sees fit) at the Meeting and any postponement or adjournment of the Meeting.

Important for Resolutions 2 to 6 : If the Chair of the Meeting is my/our proxy, either by appointment or by default, and I/we have not indicated my/our voting instructions below, I/we are expressly authorising the Chair of the Meeting to exercise the proxy in respect of Resolutions 2 to 6, even though the Resolutions are directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel.

CHAIR’S VOTING INTENTIONS AS PROXY HOLDER

The Chair of the meeting intends to vote undirected proxies FOR the resolutions to which they apply (assuming the Chair is entitled to vote the proxies)

ORDINARY AND SPECIAL BUSINESS- VOTING INSTRUCTIONS

For Against Abstain

		For	Against	Abstain
Resolution 1	Re-election of Mr David Kelly
Resolution 2	Approval of Remuneration Report
Resolution 3	Grant of Options to Phillip Jackson
Resolution 4	Grant of Options to David Kelly
Resolution 5	Grant of Options to Paul Roberts
Resolution 6	Grant of Options to Consultants
Resolution 7	Ratify Share Placement
Resolution 8	Ratify Share Placement

This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents _% and Proxy 2 represents __% of my total votes My total voting right is ___shares

If the shareholder(s) is an individual(s), every shareholder is to If the shareholder is a company, sign in accordance with Section sign: 127(1) of Corporations Act or affix common seal (if required by your constitution). Signed: Director or Sole Director and Secretary Signed: Director/Secretary Dated: 2016 Dated: 2016

This form is to be used in accordance with the directions overleaf.

Instructions for completing and lodging this Proxy Form

A shareholder who is entitled to attend and vote at a meeting is entitled to appoint a proxy (and a shareholder who is entitled to cast two or more votes may appoint not more than two proxies) to attend and vote at the meeting.
Where two proxies are appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. Where two proxies for a shareholder are present at the meeting, neither proxy shall be entitled to vote on a show of hands, and on a poll the appointment shall be of no effect, unless each proxy is appointed to represent a specified proportion of the shareholder's voting rights, not exceeding 100% in aggregate.
A proxy need not himself be a shareholder of the Company.
The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with section 127 of the Corporations Act or by its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the company, must accompany the proxy form.
If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
(b) 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
(c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way; and
(d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

The Proxy Form (and any power of attorney or other authority pursuant to which the Proxy Form has been signed) must either be:
(a) deposited at the registered office of the Company, Suite 2, Level 2, 20 Kings Park Road, West Perth;
(b) be sent by post to Predictive Discovery Limited, PO Box 1710, West Perth, WA 6872; (c) be sent by facsimile to Predictive Discovery Limited at (08) 9321 4692 or
(d) be emailed to Predictive Discovery Limited at [email protected]
so as to be received not later than 48 hours before the time fixed for the holding of the meeting - that is it is to be received by 10.00 am Western Standard Time on 27 November 2016.

Change of Address

Should your address have changed please use this section to advise the Company and, if faxing your proxy form or emailing it as an attachment, please fax or attach by email this side of the proxy form as well.

My new address is:

My email address is:_________

My phone number is:_________

AI assistant

PREDICTIVE DISCOVERY LIMITED — AGM Information 2016

65537_rns_2016-10-27_14a7326c-51bd-47c0-b2ee-28671c4959f1.pdf

Predictive Discovery Limited ABN 11 127 171 877

Notice of Annual General Meeting

Notice of Meeting to Shareholders

1. Financial Report

2. Resolution 1 - Re-election of Mr David Kelly as a director of the Company

3. Resolution 2 - Adoption of Remuneration Report

5. Resolution 4 – Grant of Options to Related party

(a) the proxy is the Chair; and

6. Resolution 5 – Grant of Options to Related party

7. Resolution 6 – Grant of Options to Consultants

8. Resolution 7 – Ratify Share Placement

9. Resolution 8 – Ratify Share Placement

BY ORDER OF THE BOARD

E G MOORE COMPANY SECRETARY

DATED: 25 OCTOBER 2016

Information for voting shareholders

Voting Entitlements

How to vote

Voting in person (or by attorney)

Voting by proxy

Directed Proxies

Undirected Proxies

Corporate Representatives

Explanatory Memorandum

Introduction

Purpose of Explanatory Memorandum

Notice to persons outside of Australia

Forward looking statements

Disclaimer

Responsibility for information

ASX

Definitions

Enquiries

1. Financial Statements and Reports

2. Resolution 1- Re-election of Mr David Kelly as a Director

3. Resolution 2 – Approval of Remuneration Report

General

Voting consequences

Previous voting results

4. Resolutions 3-5 Grant of Options to related parties

4.1 Background

( Related Party Options ).

4.2 Chapter 2E of the Corporations Act

4.3 ASX Listing Rule 10.11

4.4 Technical Information required by ASX Listing Rule 10.13

5. Resolution 6 - Grant of Options to Consultants

5.1 Background

( Consultants ).

5.2 Technical information required by ASX Listing Rule 7.1

General

Technical information required by ASX Listing Rule 7.4

Directors’ recommendation

General

Technical information required by ASX Listing Rule 7.4

Schedule 1- Glossary

Chair

Schedule 2 -Terms and Conditions of Class A Options

Schedule 3 -Terms and Conditions of Class B Options

Schedule 4 -Terms and Conditions of Class C Options

PREDICTIVE DISCOVERY LIMITED ABN 11 127 171 877

Appointment of Proxy

CHAIR’S VOTING INTENTIONS AS PROXY HOLDER

ORDINARY AND SPECIAL BUSINESS- VOTING INSTRUCTIONS

Instructions for completing and lodging this Proxy Form

Change of Address

More from PREDICTIVE DISCOVERY LIMITED

PREDICTIVE DISCOVERY LIMITED AGM Information 2016