PREDICTIVE DISCOVERY LIMITED - AGM Information 2020

Predictive Discovery Limited ABN 11 127 171 877

Notice of Annual General Meeting

TIME: 11.00 am DATE: Monday, 9 November 2020 PLACE: CWA House, 1176 Hay Street, West Perth, Western Australia

DUE TO CURRENT COVID-19 SOCIAL DISTANCING RESTRICTIONS A REDUCED NUMBER OF SHAREHOLDERS WILL BE ABLE TO ATTEND THE MEETING IN PERSON.

Shareholders are urged to vote by lodging the proxy form attached to the Notice.

In the event COVID-19 social distancing restrictions are amended prior to the meeting, the Company will release an announcement to the market to advise whether shareholders can attend in person.

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 Ian Hobson on +61 8 9388 8290.

Notice of Meeting to Shareholders

The Annual General Meeting of Shareholders in Predictive Discovery Limited ( Predictive or the Company ) will be held at CWA House, 1176 Hay Street, West Perth, Western Australia on Monday, 9 November 2020 at 11.00 am (WST) and via a web based meeting portal ( Meeting ).

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 Auditor’s Report, for the year ended 30 June 2020.

2. Resolution 1 - Re-election of Mr Steven Michael as a director of the Company

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

“That Mr Steven Michael 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 - Re-election of Mr Phillip Jackson as a director of the Company

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

“That Mr Phillip Jackson, a Director of the Company, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

4. Resolution 3 - 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 2020 as disclosed in the 2020 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.

5. Resolution 4 – Approval of additional 10% capacity to issue shares

To consider and, if thought fit, to pass 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 totaling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula set out 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 or on behalf of:

(a) a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue; or (b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 5 – Approval of Issue of Incentive Options to a Related Party – Phillip Jackson

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Incentive Options to Mr Phillip Jackson or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : of In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of Phillip Jackson or any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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 vote may be cast by such person if the vote is not cast on behalf of a person described in paragraph (a) or (b), 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.

7. Resolution 6 – Approval of Issue of Incentive Options to a Related Party – Paul Roberts

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 12,500,000 Incentive Options to Mr Paul Roberts or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of Paul Roberts or any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of the Resolution by:

(d) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(e) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(iii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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 vote may be cast by such person if the vote is not cast on behalf of a person described in paragraph (a) or (b), 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:

8. Resolution 7 – Approval of Issue of Incentive Options to a Related Party – Steven Michael

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 Incentive Options to Mr Steven Michael or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of Steven Michael or any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of the Resolution by:

(g) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(h) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(i) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(v) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(vi) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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 vote may be cast by such person if the vote is not cast on behalf of a person described in paragraph (a) or (b), 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:

9. Resolution 8 – Approve the adoption of an Employee Securities Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled “Predictive Employee Securities Incentive Plan” and the issue of Options, performance Rights and Shares on exercise of Options and performance Rights, thereunder, 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 or on behalf of:

(a) a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue; or
(b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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:

(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.

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 Saturday, 7 November 2020.

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

How to vote

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company only able to allow some Shareholders to physically attend the Meeting. Please refer to the information below on how Shareholders can participate in the Meeting.

Should social distancing restrictions be eased prior to the meeting, the Company will advise via an ASX announcement whether a greater number of shareholders will be able to attend in person and participate in the usual way.

Voting by proxy

All voting will be conducted by poll using proxy instructions received in advance of the Meeting. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions set out below.

The Directors instruct all shareholders who would like to have their vote counted to either:

vote by lodging a proxy form prior to 7 November at 11.00am (AWST) (Proxy Cut-Off Time) (recommended); or
Shareholders who wish to participate and vote at the Meeting should contact the Company Secretary at [email protected] prior to 5.00pm (AWST) on 6 November 2020, at which point the Company will email you a personalised poll form for the purpose of voting on a poll at the Meeting.

How Shareholders can participate:

Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the meeting.
Shareholders who intend to participate and vote on a poll at the Meeting must contact the Company Secretary at [email protected] to notify the Company that you intend to participate and vote on a poll at the Meeting by emailing the Company a poll form. You will also need to register and access the Shareholder Meeting by videoconference to follow the meeting and timing of the poll (see below). After giving notice and following the Proxy Cut-Off Time, the Company will send you a personalised poll form. The personalised poll form must be completed and returned to the Company after the poll has been called and prior to the close of polling. During the Meeting, the Chair will notify

you when and how you are able to complete and return the personalised poll form. The results of the Meeting will then be announced on the ASX in accordance with the Listing Rules.

Shareholders who have completed a proxy form but have not notified the Company that you intend to participate and vote on a poll at the Meeting will have an opportunity to participate in the meeting through the videoconference facility described below. In this circumstance, the person you have appointed as proxy will cast your vote on your behalf.

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 11.00 am (AWST) 6 November 2020, and relate to the business of the Meeting only.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Remote attendance

The Meeting will be accessible to all Shareholders via a webinar, which will allow Shareholders to listen and observe the Meeting.

Shareholders who wish to participate in the General Meeting can do so remotely by registering with the Company Secretary. Shareholders must contact the Company Secretary at [email protected] and request remote access details of the meeting by providing your name, address and HIN/SRN in order to register. Details of how to vote by a poll will also be provided.

BY ORDER OF THE BOARD

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IAN HOBSON COMPANY SECRETARY

DATED: 1 OCTOBER 2020

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 CWA House, 1176 Hay Street, West Perth, Western Australia at 11.00 am on Monday, 9 November 2020.

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 & the Corporations Act (2001). Neither ASX nor any of their 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 Ian Hobson, telephone +61 8 9388 8290.

1. Financial Statements and Reports

In accordance with the Constitution and the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 30 June 2020 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 Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is available on its website at www.predictivediscovery.com.

Note: There is no requirement for shareholders to approve these documents.

2. Resolution 1: Re-election of Mr Steven Michael 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. Mr Steven Michael was appointed to fill a casual vacancy on 18 December 2019. Accordingly, Mr Michael retires at the Annual General Meeting in accordance with the Company's Constitution and, being eligible, seeks re-election.

Details regarding Mr Michael’s qualifications are set out in the Company’s 2020 Annual Report.

3. Resolution 2- Re-election of Mr Phillip Jackson as a Director

Clause 20.1 of the Company's Constitution requires that a Director (other than a Managing Director) must retire from office or seek re-election by no later than the third annual general meeting following his or her appointment or election or 3 years, whichever is longer. Clause 20.3 of the Company's Constitution requires that at least one Director must retire from office at each Annual General Meeting.

Clause 20.4 of the Constitution requires that if no Director is required to retire under clause 19.5 or clause 20.1, then the Director to retire under clause 20.3 will be the one who has been the longest in office since his or her last election (excluding the Managing Director). Mr Phillip Jackson was re-elected a Director at the Annual General Meeting in 2019. Accordingly, Mr Jackson retires in accordance with the Company's Constitution and, being eligible, seeks re-election.

Details regarding Mr Jackson’s qualifications are set out in the Company’s 2020 Annual Report.

4. Resolution 3 – Approval of Remuneration Report

4.1 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 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 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.

4.2 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 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.

4.3 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.

5. Resolution 4 – Approval of additional 10% capacity to issue shares

General

Listing Rule 7.1A, provides that an Eligible Entities may seek shareholder approval at an annual general meeting to allow it to issue Equity Securities up to 10% of the its issued capital ( 10% Placement Capacity ).

For the purposes of Listing Rule 7.1A, the Company is an Eligible Entity.

Effect of Resolution 4

If Shareholders approve Resolution 4, 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 below). If Shareholders do not approve Resolution 4, the Company will not be able to issue Equity Securities of up to 10% of the Company’s fully paid ordinary shares unless Shareholder approval is obtained or utilising the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

The effect of Resolution 4 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the earlier of (1) the period up to 12 months after the Meeting, (2) the Company’s next annual general meeting and (3) shareholder approval of a transaction under rule 11.2.2 or 11.2, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 4 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 4 for it to be passed.

The Board recommends that Shareholders vote in favour of Resolution 4.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A 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 less than $300,000,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 2 classes of listed Equity Securities on issue, being the Shares (ASX Code: PDI) and Listed Options (ASX Code: PDIO).

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

Where:

A = the number of fully paid ordinary securities on issue at the commencement of the relevant period,

plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17,
plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,
plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

the agreement was entered into before the commencement of the relevant period; or
the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,
plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1.

plus the number of partly paid +ordinary securities that became fully paid in the relevant period,
less the number of fully paid ordinary securities cancelled in the relevant period; 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 relevant period where the issue or agreement has not been approved by the holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the Company provides the following information for the purpose of obtaining shareholder approval under Resolution 4.

1.	Minimum price at	The minimum price at which shares may be issued under the 10% Placement	The minimum price at which shares may be issued under the 10% Placement
	which equity securities	Capacity is 75% of the volume weighted average price of equity securities in the
	may be issued	same class calculated over the 15 ASX trading days on which trades in that class
		were	recorded immediately before:
		(a)	the date on which the price of the securities to be issued is agreed; or
		(b)	if they are not issued within 10 ASX trading days of the date in paragraph (a),
			the ASX trading day on which the securities are issued.
2.	Date on which	If shareholder approval of Resolution 4 is obtained, shares may be issued under the
	Company may issue	10% Placement Capacity during the period commencing on the date of the Annual
	equity securities	General Meeting and ending on the first to occur of the following:
		(a)	12 months after the date of the Annual General Meeting;
		(b)	The time and date of the entity’s next annual general meeting; and
		(c)	the date of Shareholder approval for any transaction under Listing Rules
			11.1.2 (significant change to the nature or scale of the Company’s activities)
			or 11.2 (disposal of the Company’s main undertaking).
3.	Purposes for which	(a)	Shares may be issued under the 10% Placement Capacity for cash
	equity securities may		consideration, in which case the Company intends to use the funds raised to
	be issued, including		continue exploration programs at the company's West African projects, to
	whether the Company		acquire new assets or investments or for working capital purposes.
	may issue them for non-cash consideration	(b)	The Company will comply with its disclosure obligations under the Listing Rules in relation to any issue of securities under the 10% Placement Capacity.
4.	Details of the	(a)	The Company’s allocation policy for the issue of Equity Securities under the
	Company’s allocation		10% Placement Capacity will depend on the prevailing market conditions at
	policy for issues under		the time of any proposed issue under the 10% Placement Capacity.
	approval	(b)	The identity of allottees under the 10% Placement Capacity will be determined
			on a case-by-case basis having regard to factors which may include:
			(i) the purpose of the issue;
			(ii)alternative methods of raising funds which are available to the Company
			including the time and market exposure associated with the various
			methods of raising capital applicable at the time of the raising;
			(iii)the effect of any such issue on the control of the Company;
			(iv)the Company’s circumstances, including without limitation, its financial
			position and solvency;
			(v)prevailing market conditions; and
			(vi)advice from corporate, financial and broking advisers.
		(c)	As at the date of this Notice, the allottees under the 10% Placement Capacity
			have not been determined. They may, however, include substantial
			Shareholders and/or new Shareholders who are not related parties or
			associates of a related party of the Company.

5. Previous approvals under Listing Rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 26 November 2019.

In the 12 months preceding the date of this Notice, the Company issued a total of 580,669,194 Equity Securities which represent 130% of the total number of Equity Securities on issue at the commencement of that 12 month period.

6. Risk of economic and 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 4 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.

Shareholders should note that there is a risk that

(i) the market price for the shares at the time they are issued under the 10% Share Issue Capacity may be materially higher or lower than on the date of the Annual General Meeting; and
(ii) shares may be issued under the 10% Share Issue Capacity at a price that is at a discount to the market price for those shares on the date of their issue.

Note that the percentage dilution of voting power and economic interest as a result of the issue of additional shares under the 10% Placement Capacity is dependent on the number of shares issued and the issue price for the issue of those shares under the 10% Placement Capacity. This is demonstrated in the hypothetical example below.


Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.034 50% decrease in Issue Price	$0.067 Current Issue Price	$0.101 50% increase in Issue Price
823,886,255 (Current)	Shares issued	82,388,626 Shares	82,388,626 Shares	82,388,626 Shares
	Funds raised	$2,760,019	$5,520,038	$8,280,057
1,235,829,383 (50% increase)	Shares issued	123,582,938 Shares	123,582,938 Shares	123,582,938 Shares
	Funds raised	$4,140,028	$8,280,057	$12,420,085
1,647,772,510 (100% increase)	Shares issued	164,777,251 Shares	164,777,251 Shares	164,777,251 Shares
	Funds raised	$5,520,038	$11,040,076	$16,560,114

*The number of Shares on issue 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:

There are currently 823,886,255 Shares on issue.
The issue price set out above is the closing price of the Shares on the ASX on 28 September 2020.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
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.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

The Company has issued the following equity securities in the 12 months preceding the date of this meeting, including option exercises:

Issue #1
Date of issue:	29 November 2019
Number issued:	19,850,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Issued pursuant to share purchase plan
Names of persons who received securities or basis on which those persons were determined:	Existing shareholders
Price:	1.0 cent
Discount to market price (if any):	Nil
*For cash issue*
Total cash consideration received	$198,500
Amount of cash consideration spent	$198,500
Use of cash consideration	To assist in funding the Company’s exploration projects in Cote d’Ivoire and Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #2
Date of issue:	4 December 2019
Number issued:	102,000,000
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Placement to sophisticated investors
Names of persons who received securities or basis on which those persons were determined:	Existing shareholders
Price:	1.0 cent
Discount to market price (if any):	Nil
*For cash issue*
Total cash consideration received	$1,020,000
Amount of cash consideration spent	$1,020,000
Use of cash consideration	To assist in funding the Company’s exploration projects in Cote d’Ivoire and Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #3
Date of issue:	24 December 2019
Number issued:	117,425,004

Class/Type of equity security:	Listed options
Summary of terms:	Exercisable at $0.018 and expiring 24 December 2022
Names of persons who received securities or basis on which those persons were determined:	Free attaching option to placement and SPP applicants
Price:	Nil
Discount to market price (if any):	Nil
*For non-cash issue*
Non-cash consideration paid:	Nil
Purpose of the issue:	Free attaching options to capital raising
Current value of that non-cash consideration:	$7,045,501
Issue #4
Date of issue:	17 April 2020
Number issued:	122,498,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Issue of shares pursuant to the placement made to sophisticated and other s708 exempt investors, to assist in funding the evaluation of the Company’s exploration projects in Guinea, West Africa.
Names of persons who received securities or basis on which those persons were determined:	Sophisticated and other s708 exempt investors.
Price:	0.5 cent
Discount to market price (if any):	1080%
*For cash issue*
Total cash consideration received	$612,490
Amount of cash consideration spent	$612,490
Use of cash consideration	To assist in funding the evaluation of the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #5
Date of issue:	17 April 2020
Number issued:	10,000,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holder
Price:	1.8 cent

Discount to market price (if any):	272%
*For cash issue*
Total cash consideration received	$180,000
Amount of cash consideration spent	$180,000
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #6
Date of issue:	21 April 2020
Number issued:	9,100,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holders
Price:	1.8 cent
Discount to market price (if any):	300%
*For cash issue*
Total cash consideration received	$163,800
Amount of cash consideration spent	$163,000
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A

Issue #7
Date of issue:	27 April 2020
Number issued:	1,700,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holders
Price:	1.8 cent
Discount to market price (if any):	300%
*For cash issue*
Total cash consideration received	$30,600
Amount of cash consideration spent	$30,600
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A

Issue #8
Date of issue:	7 May 2020
Number issued:	2,000,001 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holders
Price:	1.8 cent
Discount to market price (if any):	239%
*For cash issue*
Total cash consideration received	$36,000
Amount of cash consideration spent	$36,000
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A

Issue #9
Date of issue:	11 May 2020
Number issued:	500,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holders
Price:	1.8 cent
Discount to market price (if any):	267%
*For cash issue*
Total cash consideration received	$9,000
Amount of cash consideration spent	$9,000
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #10
Date of issue:	13 May 2020
Number issued:	250,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holder
Price:	1.8 cent
Discount to market price (if any):	250%
*For cash issue*
Total cash consideration received	$4,500
Amount of cash consideration spent	$4,500
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #11
Date of issue:	11 June 2020
Number issued:	7,443,518 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares

Summary of terms:	Exercise of Options
Names of persons who received securities or basis on which those persons were determined:	Option holders
Price:	1.8 cent
Discount to market price (if any):	328%
*For cash issue*
Total cash consideration received	$133,983
Amount of cash consideration spent	$133,983
Use of cash consideration	To assist in funding the Company’s exploration projects in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	N/A
Issue #12
Date of issue:	15 June 2020
Number issued:	138,000,000 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Placement
Names of persons who received securities or basis on which those persons were determined:	Sophisticated and other s708 exempt investors.
Price:	5.0 cent
Discount to market price (if any):	32%
*For cash issue*
Total cash consideration received	$6.900,000
Amount of cash consideration spent	$2,000,000
Use of cash consideration	To maintain the Company’s exploration activities in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	As above
Issue #13
Date of issue:	16 June 2020
Number issued:	42,402,671 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Entitlement Offer
Names of persons who received securities or basis on which those persons were determined:	Existing shareholders from Australia, New Zealand, Mauritius, Hong Kong and Singapore.
Price:	5.0 cent

Discount to market price (if any):	36%
*For cash issue*
Total cash consideration received	$2,120,133
Amount of cash consideration spent	Nil
Use of cash consideration	To maintain the Company’s exploration activities in Guinea, West Africa.
Intended use for remaining amount of cash (if any):	As above
Issue #14
Date of issue:	30 June 2020
Number issued:	7,500,000
Class/Type of equity security:	Unlisted options
Summary of terms:	Exercisable at $0.18 and expiring 30 June 2023
Names of persons who received securities or basis on which those persons were determined:	Hartleys Ltd
Price:	Nil
Discount to market price (if any):	Nil
*For non-cash issue*
Non-cash consideration paid:	Nil
Purpose of the issue:	Corporate advisory fees
Current value of that non-cash consideration:	Nil

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

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 4.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

6. Resolution 5,6 and 7 – Proposed grant of Incentive Options to Directors

6.1 General

Resolutions 5 to 7 propose the issue of Incentive Options to Messrs Phillip Jackson, Paul Roberts and Steven Michael, all of whom are Directors. If Shareholders approve resolutions 5 – 7, the Company will allot Phillip Jackson (or nominee): 3,000,000 Incentive Options (exercisable at 9.86c per share) Paul Roberts (or nominee): 12,500,000 Incentive Options (exercisable at 9.86c per share) and Steven Michael (or nominee): 2,500,000 Incentive Options (exercisable at 1.1 c per share) on the terms and conditions set out below. If Shareholders do not approve resolutions 5 – 7, the Company will not be able to allot these incentive Options.

It is noted that the Company’s share price is currently 7 cents and the Incentive Options to be issued to Mr Michael are exercisable at 1.1 cents and are therefore ‘in the money’. As announced at ASX on 5 May 2020, the Incentive Options will be exercisable at a price equal to the 5 day VWAP of the Company’s shares for the 5 days on which shares were traded prior to 18 December 2019 (the date of Mr Michael’s appointment as a director), plus a premium of 40% and exercisable no later than 19[th] December 2022 and otherwise on the terms set out in Schedule 3. The 5 day VWAP of the shares was 0.8 cents, with an exercise price of 1.1 cents.

The purpose of the Incentive Option issues is to align the interest of these Directors with those of the Company and its shareholders. The Board believes that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations. It is therefore important that the Company is able to attract and retain people of the highest calibre.

The Board considers that the most appropriate means of achieving this is to provide these Directors with an opportunity to participate in the Company’s future growth and give them an incentive to contribute to that growth.

The issue of options as part of the remuneration packages of company directors is a well-established practice of micro-cap publicly listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding the Directors.

In determining the number of Incentive Options to be issued and their terms of grant, consideration was given to the relevant experience and role of each of the Directors, their respective overall remuneration terms, and the recent market price of the Shares.

6.2 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 issue of the Incentive Options constitutes giving a financial benefit and Messrs Phillip Jackson, Paul Roberts and Steven Michael are each a related party of the Company by virtue of them each being a Director.

The Directors (other than Messrs Phillip Jackson, Paul Roberts and Steven Michael who have a material personal interest in the Resolutions relevant to themselves) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Resolutions because the Incentive Options are to be issued as part of the Company’s remuneration packages for these Directors, and the remuneration package in each case is reasonable in the circumstances of the Company and the individuals concerned. Accordingly, the “reasonable remuneration” exception in section 211 of the Corporations Act applies.

6.3 ASX Listing Rule 10.11

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 Listing Rule 10.12 applies.

As the Placement involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

6.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 5 to 7:

(a) Maximum number of options to be issued:

18,000,000 Incentive Options

(b) Date by which the Company will issue options:

No later than one month after the date of the Meeting.

(c) Price at which options to be issued:

Nil - The Options are being issued to remunerate the Directors as an incentive for future services.

(d) Names and category of the allottees:

Phillip Jackson - director and therefore related party (or nominee): 3,000,000 Incentive Options

Paul Roberts – director and therefore related party (or nominee): 12,500,000 Incentive Options

Steven Michael – director and therefore related party (or nominee): 2,500,000 Incentive Options.

(e) Terms of issue:

Messers Phillip Jackson and Paul Roberts: As noted in the Appendix 3B dated 5 May 2020, The Incentive Options will be exercisable at 9.86 cents per share and expiring 5 May 2023 and otherwise on the terms set out in Schedule 2.

Mr Steven Michael: As announced at ASX on 5 May 2020, the Incentive Options will be exercisable at a price

equal to the 5 day VWAP of the Company’s shares for the 5 days on which shares were traded prior to 18

December 2019 (the date of Mr Michael’s appointment as a director), plus a premium of 40% and exercisable no later than 19[th] December 2022 and otherwise on the terms set out in Schedule 3. The 5 day VWAP of the shares was 0.8 cents, with an exercise price of 1.1 cents.

(f) Intended use of funds raised:

The Incentive Options will be issued for no consideration. There are no funds being raised from the allotment as the Options will be issued as an incentive for future services. Funds raised through the exercise of the Incentive Options will be used to further the Company’s exploration activities in West Africa.

(g) Dates of allotment:

Allotment will occur on one date.

(g) Director remuneration

The current total remuneration package of each director is:

Director	Total current remuneration (incl. superannuation
Phillip Jackson	$65,000 p.a.
Paul Roberts	$300,000 p.a.
Steven Michael	$45,000

7. Resolution 8 – Approve the adoption of an Employee Securities Incentive Plan

7.1 Background

Resolution 8 seeks Shareholder approval for the establishment of the Employee Securities Incentive Plan (ESIP) for the purposes of the Corporations Act and for all other purposes.

The aim of the ESIP is to allow the Board to assist eligible participants, who in the Board’s opinion, are dedicated and will provide ongoing commitment and effort to the Company. They include full-time or permanent part-time employees of the Company or a related body corporate (which includes Directors, the Company Secretary and officers), or such other persons as the Board determines.

Resolution 8 is an ordinary resolution.

To achieve its corporate objectives, the Company needs to attract and retain its key personnel, including full-time or permanent part-time employees of the Company or a related body corporate (which includes Directors, the Company Secretary and officers), or such other persons as the Board determines. The Board believes that grants made to eligible participants under the ESIP will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the implementation of the ESIP will:

(a) enable the Company to recruit, incentivise and retain key personnel needed to achieve the Company's business objectives;
(b) link the reward of key personnel with the achievements of strategic goals and the long term performance of the Company;
(c) align the financial interest of participants of the ESIP with those of Shareholders; and
(d) provide incentives to participants of the ESIP to focus on superior performance that creates Shareholder value.

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 13(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. This is the first approval sought under Listing Rule 7.2 Exception 13(b) with respect to the ESIP. No Options have previously been issued under the ESIP and the ESIP has not previously been approved by Shareholders. Pursuant to the Listing Rules, Shareholders must re-approve the ESIP and all unallocated Options issuable pursuant to it every three years.

If Resolution 8 is approved, issues under the ESIP will not utilise the company’s 15% placement capacity under Listing Rule 7.1. If Resolution 8 is not approved, issues under the ESIP will require shareholder approval or will utilise the company’s 15% placement capacity under Listing Rule 7.1.

The key features of the ESIP are as follows:

(a) The Board will determine the number of Securities to be granted to participants (or their nominees), the vesting conditions (if any) and expiry date of the Securities in its sole discretion.
(b) The Securities are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.
(c) Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a holder of Options, the Board will have the power to amend the ESIP as it sees fit.

A detailed overview of the terms of the ESIP is attached in Schedule 4. A copy of the ESIP may be obtained by contacting the Company.

7.2 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:

The material terms of the ESIP are summarised above.
This is the first approval sought under Listing Rule 7.2 Exception 13 with respect to the ESIP.
The ESIP is new. No securities have been issued under this scheme.
The maximum number of equity securities proposed to be issued under the scheme following the approval will be 40,000,000.
A voting exclusion statement has been included for the purposes of Resolution 8.

Schedule 1- Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

$ Australian dollars 10% Placement Has the meaning given in Section 5. Capacity ABN Australian Business Number. ACN Australian Company Number. Annual Report The Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2020. ASX ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Auditor's Report The auditor's report on the Financial Report. Board The board of Directors. Closely Related Of a member of the Key Management Personnel means: Party (a) A spouse or child of the member;

(a) A spouse or child of the member;

(b) A child 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 The chair of the Meeting. Company or Predictive Discovery Limited (ABN 11 127 171 877). Predictive Corporations Act The Corporations Act 2001 (Cth). Director A director of Predictive. Director Options Has the meaning given in Section 6. Directors' Report The annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security The same meaning as in the Listing Rules. Explanatory The Explanatory Memorandum accompanying the Notice of Meeting. Memorandum Financial Report The annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Has the same meaning as in the accounting standards (as that term is defined in the Personnel 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, the 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 The notice convening the Annual General Meeting, which accompanies this Explanatory Memorandum.

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

Meeting or Annual The Annual General Meeting of Predictive called by the Notice of Meeting. General Meeting Option Means an option to acquire a share Performance Right means a right granted under these Rules to acquire one or more shares by transfer or allotment as set out in the relevant Invitation.

The remuneration report of the Company contained in the Directors' Report.

Remuneration Report Resolution Resolution in the Notice of Meeting.

Security means a security in the capital of the Company Share, Option, Performance Right or other Convertible Security.

Share Shareholder Spill Meeting Spill Resolution

Means a share in the capital of the Company. The registered holder of a Share. Has the meaning given in Section 4. Has the meaning given in Section 4.

Schedule 2 – Terms and Conditions of Incentive Options Messrs Phillip Jackson and Paul Roberts

(a) Subject to and conditional upon any adjustment in accordance with these conditions, each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Subject to and conditional upon any adjustment in accordance with these conditions, the amount payable upon exercise of each Option will be 9.86 cents per Option ( Exercise Price ).
(c) Each Option will expire at 5.00pm (WST) on 5[th] May 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The Options are exercisable at any time from the date of their issue until the Expiry Date ( Exercise Period ).
(e) The Company will not apply for official quotation on ASX of the Options.
(f) The Options will be transferable subject to compliance with the Corporations Act and Listing Rules.
(g) The Options may be exercised by notice in writing to the Company in a form reasonably acceptable to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by cheque or electronic funds transfer.
(h) Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(i) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Registry.
(j) Shares issued on exercise of the Options rank equally with the then Shares of the Company.
(k) Within 15 Business Days after the later of the following:
A. receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and
B. where the Options were issued without disclosure and no notice under 708A(5)(e) of the Corporations Act was provided at the time of issue, when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

A. issue the Shares pursuant to the exercise of the Options;
B. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
C. apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If the Company is unable to deliver a notice under paragraph (k)(B) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company will lodge with ASIC a "cleansing prospectus" prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. Where a "cleansing prospectus" is required, any Shares issued on exercise of Options will be subject to a holding lock until such time as a prospectus is issued by the Company.

(l) There are no participation 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be the minimum number of business days after the issue is announced as permitted by the Listing Rules. This will give the Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
A. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
B. no change will be made to the Exercise Price.
(n) If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph (m) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.
(o) If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholders will be varied in accordance with the Listing Rules.

(p)

Schedule 3 – Terms and Conditions of Director Options Mr Steven Michael

(a) Subject to and conditional upon any adjustment in accordance with these conditions, each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Subject to and conditional upon any adjustment in accordance with these conditions, the amount payable upon exercise of each Option will be 1.1 cents per Option ( Exercise Price ).
(c) Each Option will expire at 5.00pm (WST) on 19[th] December 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) The Options are exercisable at any time from the date of their issue until the Expiry Date ( Exercise Period ).
(e) The Company will not apply for official quotation on ASX of the Options.
(f) The Options will be transferable subject to compliance with the Corporations Act and Listing Rules.
(g) The Options may be exercised by notice in writing to the Company in a form reasonably acceptable to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by cheque or electronic funds transfer.
(h) Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(i) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Registry.
(j) Shares issued on exercise of the Options rank equally with the then Shares of the Company.
(k) Within 15 Business Days after the later of the following:
A. receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and
B. where the Options were issued without disclosure and no notice under 708A(5)(e) of the Corporations Act was provided at the time of issue, when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

D. issue the Shares pursuant to the exercise of the Options;
E. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
F. apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If the Company is unable to deliver a notice under paragraph (k)(B) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company will lodge with ASIC a "cleansing prospectus" prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. Where a "cleansing prospectus" is required, any Shares issued on exercise of Options will be subject to a holding lock until such time as a prospectus is issued by the Company.
(l) There are no participation 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be the minimum number of business days after the issue is announced as permitted by the Listing Rules. This will give the Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
A. the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
B. no change will be made to the Exercise Price.
(n) If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph (m) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.
(o) If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholders will be varied in accordance with the Listing Rules.

Schedule 4 – Summary of terms and conditions of Employee Securities Incentive Plan

The key terms of the Employee Securities Incentive Plan ( ESIP ) are as follows:

Eligible Participant

Is a person that:

(a) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate; and

(b) has been determined by the Board to be eligible to participate in the Plan from time to time.

Invitation

(a) Following determination that an Eligible Participant may participate in the Plan, the Board may at any time and from time to time make an Invitation to that Eligible Participant.
(b) An Invitation to an Eligible Participant to apply for Securities may be made on such terms and conditions as the Board decides from time to time, including as to:
(i) the number of Securities for which that Eligible Participant may apply;
(ii) the Grant Date;
(iii) the amount payable (if any) for the grant of each Security or how such amount is calculated;
(iv) the Exercise Price (if any);
(v) the Vesting Conditions (if any);
(vi) disposal restrictions attaching to the Plan Shares (if any);
(vii) whether cashless exercise of the Securities is permitted under clause 0;
(viii) the method by which Shares will be delivered to the Participant under clause Error! Reference source not found. after the valid exercise of the Convertible Security (if relevant); and
(ix) any other supplementary terms and conditions.

Restriction of dealing

Unless determined otherwise by the Board in its absolute discretion, or the relevant dealing is effected by force of law on death or legal incapacity to the Participant's legal personal representative, a Participant may not sell, assign, transfer, grant a Security Interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. The Convertible Security is forfeited immediately on purported sale, assignment, transfer, dealing or grant of a Security Interest other than in accordance with these Rules.

Prohibition on hedging

A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. For the avoidance of doubt, a Participant includes any contractor or consultant to a member of the Group.

Register of Convertible Securities

Each Convertible Security granted under these Rules will be registered in the appropriate register of the Company.

Listing

Unless determined otherwise by the Board in its absolute discretion, a Convertible Security granted under the Plan will not be quoted on the ASX or any other recognised exchange.

Vesting

A Convertible Security will vest when a Vesting Notice in respect of that Convertible Security is given to the Participant.

Waiver of Vesting Condition

A Vesting Condition for a Convertible Security may, subject to Applicable Laws, be waived by the Board by written notice to the relevant Participant and on such terms and conditions as determined by the Board and set out in that notice.

Exercise of Convertible Securities

(c) A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with clause Error! Reference source not found. , or such earlier date on which the Participant is entitled to exercise that Convertible Security in accordance with these Rules.

(d) To exercise a Convertible Security, the Participant must:
(i) deliver a signed Notice of Exercise; and
(ii) subject to clause 0, pay the Exercise Price (if any) to or as directed by the Company,

at any time prior to the earlier of:

(iii) any date specified in the Vesting Notice; and
(iv) the Expiry Date.

For the avoidance of doubt and subject to clause 0, the total Exercise Price payable by the Participant on exercise of their Convertible Securities is the Exercise Price multiplied by the number of Convertible Securities being exercised by that Participant, rounded up to the nearest cent.

(e) If the Participant does not deliver a signed Notice of Exercise and (subject to clause 0) pay the Exercise Price to or as directed by the Company in relation to a Convertible Security by the requisite date, that Convertible Security will automatically be forfeited.

Cashless exercise of Convertible Securities

At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the Exercise Price for the number of Convertible Securities specified in a Notice of Exercise but that on exercise of those Convertible Securities the Company will transfer or allot to the Participant that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Convertible Securities (with the number of Shares rounded down to the nearest whole Share).

Forfeiture of Convertible Securities

Leaver

Where a Participant who holds Convertible Securities becomes a Leaver, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Fraudulent or dishonest actions

Where the Board determines that a Participant has:

(f) acted fraudulently or dishonestly; or
(g) acted negligently; or
(h) acted in contravention of a Group policy, including but not limited to the any one or more of the following:
(i) anti-bribery and anti-corruption policy;
(ii) board charter;
(iii) continuous disclosure policy;
(iv) code of conduct;
(v) securities trading policy, and in particular, where a Participant engages in trading during a blackout period or otherwise trades in a manner that may contravene the insider trading provisions in the Corporations Act;
(vi) social media policy; and
(vii) statement of values; or
(i) wilfully breached his or her duties to the Group, including but not limited to breaching a material term of an employment, executive services or consultancy agreement (or equivalent),

the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Failure to satisfy Vesting Conditions

Unless otherwise stated in the Invitation or determined by the Board, a Convertible Security which has not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable Vesting Conditions have not been met or cannot be met by the relevant date.

ABN 11 127 171 877

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  Predictive Discovery Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

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PROXY FORM

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

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (WST) on Monday, 9 November 2020 at CWA House, 1176 Hay Street, West Perth, Western Australia (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 3, 5 - 8: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 3, 5 - 8, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions For Against Abstain * For Against Abstain * 1 Re-election of Mr Steven Michael 5 Approval of Issue of Incentive as a director of the Company Options to a Related Party – Phillip Jackson
2 Re-election of Mr Phillip Jackson 6 Approval of Issue of Incentive as a director of the Company Options to a Related Party – Paul Roberts
3 Adoption of Remuneration Report 7 Approval of Issue of Incentive Options to a Related Party – Steven Michael
4 Approval of additional 10% 8 Approve the adoption of an capacity to issue shares Employee Securities Incentive Plan
- 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

PDI PRX2001C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and
(b) return both forms together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (WST) on Saturday, 7 November 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



Predictive Discovery Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

During business hours (Monday to Friday, 9:00am–5:00pm)

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

AI assistant

PREDICTIVE DISCOVERY LIMITED — AGM Information 2020

65537_rns_2020-10-01_0ba6697d-160b-4a2b-b649-cddc7867dc25.pdf

Predictive Discovery Limited ABN 11 127 171 877

Notice of Annual General Meeting

DUE TO CURRENT COVID-19 SOCIAL DISTANCING RESTRICTIONS A REDUCED NUMBER OF SHAREHOLDERS WILL BE ABLE TO ATTEND THE MEETING IN PERSON.

1. Financial Report

2. Resolution 1 - Re-election of Mr Steven Michael as a director of the Company

3. Resolution 2 - Re-election of Mr Phillip Jackson as a director of the Company

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

4. Resolution 3 - Adoption of Remuneration Report

5. Resolution 4 – Approval of additional 10% capacity to issue shares

Voting Exclusion Statement

Information for voting shareholders

Voting Entitlements

How to vote

Voting by proxy

Submitting questions

Remote attendance

BY ORDER OF THE BOARD

IAN HOBSON COMPANY SECRETARY

DATED: 1 OCTOBER 2020

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

Note: There is no requirement for shareholders to approve these documents.

2. Resolution 1: Re-election of Mr Steven Michael as a Director

3. Resolution 2- Re-election of Mr Phillip Jackson as a Director

4. Resolution 3 – Approval of Remuneration Report

4.1 General

4.2 Voting consequences

General

Effect of Resolution 4

ASX Listing Rule 7.1A

Technical information required by Listing Rule 7.3A

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

Voting Exclusion

Directors’ recommendation

6. Resolution 5,6 and 7 – Proposed grant of Incentive Options to Directors

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3 ASX Listing Rule 10.11

6.4 Technical Information required by ASX Listing Rule 10.13

(a) Maximum number of options to be issued:

(b) Date by which the Company will issue options:

(c) Price at which options to be issued:

(d) Names and category of the allottees:

(e) Terms of issue:

(f) Intended use of funds raised:

(g) Dates of allotment:

(g) Director remuneration

7.1 Background

7.2 Specific Information Required by Listing Rule 7.2

Schedule 3 – Terms and Conditions of Director Options Mr Steven Michael

Eligible Participant

Invitation

Restriction of dealing

Prohibition on hedging

Register of Convertible Securities

Listing

Vesting

Waiver of Vesting Condition

Exercise of Convertible Securities

Cashless exercise of Convertible Securities

Forfeiture of Convertible Securities

Failure to satisfy Vesting Conditions

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PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

PREDICTIVE DISCOVERY LIMITED AGM Information 2020