PREDICTIVE DISCOVERY LIMITED — AGM Information 2021

Apr 12, 2021

Predictive Discovery Limited

ABN 11 127 171 877

Notice of General Meeting

TIME: 11.00 am DATE: Friday, 14th May 2021 PLACE: Virtual Meeting

This Notice of 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 General Meeting of Shareholders in Predictive Discovery Limited (Predictive or the Company) will be held virtually on 14 May 2021 at 11.00 am (WST) 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. Resolution 1 – Approval of Issue of Incentive Options to a Related Party – Francis Harper

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 7,000,000 Incentive Options to Mr Francis Harper 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 Francis Harper 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.
• 2. Resolution 2 – Approval of Issue of Incentive Options to a Related Party – Andrew Pardey

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 3,500,000 Incentive Options to Mr Andrew Pardey 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 Andrew Pardey 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.

3. Resolution 3 – Approval to issue Director Shares - Francis Harper

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 10.14 and for all other purposes, Shareholders approve the grant of up to 8,000,000 ordinary shares to Francis Harper or his nominee at a fixed price of 7.1 cents per share, in two tranches over a 12-month period, under the Company's Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of Francis Harper 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.

4. Resolution 4 – 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 an ordinary 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: (c) the proxy is the Chair; and
• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Information for voting shareholders

Voting Entitlements

For the purpose of determining a person's entitlement to vote at the 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 General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on 12 May 2021.

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

How to vote

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 12 May 2021 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 ian.hobson@predictivediscovery.com prior to 5.00pm (AWST) on 12 May 2021, 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:

• 1. 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.
• 1. Shareholders who intend to participate and vote on a poll at the Meeting must contact the Company Secretary at ian.hobson@predictivediscovery.com 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 Zoom 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.

1. 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 ian.hobson@predictivediscovery.com by 11.00 am (AWST) 13 May 2021, 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 Zoom (a virtual 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 ian.hobson@predictivediscovery.com 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

IAN HOBSON COMPANY SECRETARY

DATED: 12 April 2021

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 General Meeting to be held virtually at 11.00 am WST on 14 May 2021.

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.

1.1 Resolutions 1 and 2 – Approval of Incentive Options to Related Parties – Francis Harper and Andrew Pardey

1.2 General

Resolutions 1 and 2 propose the issue of Incentive Options to Messer's Francis Harper and Andrew Pardey, both of whom are Directors. If Shareholders approve resolutions 1 and 2, the Company will issue Francis Harper (or nominee) with 7,000,000 Incentive Options (exercisable at 9.86c per share) and Andrew Pardey (or nominee) with 3,500,000 Incentive Options (exercisable at 9.86c per share on the terms and conditions set out below and in Schedule 2. If Shareholders do not approve resolutions 1 and 2, the Company will not be able to allot these incentive Options.

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.

1.3 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 Francis Harper and Andrew Pardey are both a related party of the Company by virtue of them both being a Director.

The Directors (other than and Messrs Francis Harper and Andrew Pardey 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.

1.4 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 Options 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.

1.5 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 1 and 2:

(a) Maximum number of options to be issued:

10,500,000 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:

Francis Harper - director and therefore related party (or nominee): 7,000,000 Incentive Options

Andrew Pardey – director and therefore related party (or nominee): 3,500,000 Incentive Options

(e) Terms of issue:

As noted in the ASX Announcement dated 22 March 2021, The Incentive Options will be exercisable at 9.86 cents per share and expiring 3 years from date of issue and otherwise on the terms set out in Schedule 2.

(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.

(h) Director remuneration:

The current total remuneration package of each director is:

Director	Total current remuneration(incl. superannuation)
Francis Harper (appointed 22 March 2021)	$65,000
Andrew Pardey (appointed 22 March 2021)	$45,000

2. Resolution 3 – Approval to issue Director Shares - Francis Harper

2.1 Background

Resolution 3 seeks shareholder approval for the issue of 8 million PDI ordinary shares at a fixed price of 7.1 cents per share to director Francis Harper or his nominee.

2.2 Proposed Issue of Director Shares

In the ASX release dated 22 March 2021 wherein the market was notified of Mr Harper's appointment as Chairman of PDI, it also stated that Mr Harper has agreed to subscribe for 8 million PDI ordinary shares at a fixed price of 7.1 cents per share for total consideration of $568,000, in two tranches over a 12-month period. The placement issue price is equal to the 5-day VWAP of PDI shares immediately prior to Mr Harper's appointment.

2.3 Listing Rules

Listing Rule 10.14 requires that a listed company must not issue equity securities under an employee incentive scheme to:

• a director of the company
• an associate of a director of the company; or

• a person whose relationship with the company, director of the company or an associate of a director of the company is such that, in ASX's opinion, the issue should be approved by its shareholders,

without shareholder approval.

Resolution 3 seeks the required Shareholder approval to the issue of the Shares to Mr Harper under and for the purposes of Listing Rule 10.14.

If Resolution 3 is approved, the grant of Shares to Mr Harper will not be included in calculating the Company's capacity to issue equity securities equivalent to 15% of the Company's ordinary securities, under Listing Rule 7.1.

If Shareholders do not approve the resolution to grant Shares, the proposed grant will not proceed. In that circumstance, issues may arise with the competitiveness of Mr Harper's total remuneration package and alignment of rewards with other senior executives in the Company. The Board would then need to consider alternative remuneration arrangements which are consistent with the Company's Remuneration Policy, including providing an equivalent cash long term incentive subject to the risk of forfeiture, performance conditions and performance period as described above.

2.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a "financial benefit" to a "related party" (unless an exception applies). A "related party" for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director's family. It also includes an entity over which a director maintains control. Directors such as Mr Harper are considered to be a related party within the meaning of the Corporations Act, and the Performance Rights will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

An exception to the requirement to obtain Shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party's "reasonable remuneration". The Board (other than Mr Harper who was not able to make a recommendation due to their interests in the grant of Shares) considers that the grant of the Shares to Mr Harper constitutes part of the reasonable remuneration of Mr Harper. In reaching this conclusion, the Board has had regard to a variety of factors including that the shares are being issued at the current market price, general market practice and the remuneration offered to persons in comparable positions at comparable companies.

2.5 Specific information required under Listing Rule 10.15

In accordance with Listing Rule 10.15 the following information is provided in relation to Resolution 3:

(a) Names and category of the allottees:

Francis Harper - director and therefore related party (or nominee)

(b) Maximum number and class of securities to be issued:

8,000,000 ordinary fully paid shares

(c) Remuneration package

Mr Harper, who was appointed a director on 22 March 2021, receives director fees including superannuation of $65,000 pa.

(d) Price at which shares to be issued:

$0.071 per share.

(e) Previous issues

No previous securities have been issued to Mr Francis under the ESIP.

(f) Terms of issue:

As noted in the ASX Announcement dated 22 March 2021, The Incentive Options will be exercisable at 9.86 cents per share and expiring 3 years from date of issue and otherwise on the terms set out in Schedule 2.

(g) 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.

(h) Dates of allotment:

Allotment will occur in 2 tranches. 4,000,000 shares are to be issued within 6 months of shareholder approval and 4,000,000 shares within 12 months of shareholder approval.

(i) Summary of material terms of the ESIP

The ESIP terms are summarised in Schedule 3.

(j) Compliance Statement

Details of any securities issued under the ESIP will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14. Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the ESIP after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

(k) A voting exclusion statement is included in the Notice.

3. Resolution 4 – Approve the adoption of an Employee Securities Incentive Plan

3.1 Background

Resolution 4 seeks Shareholder approval for the establishment of the Employee Securities Incentive Plan (ESIP) with approval to issue up to 100,000,000 equity securities for the purposes of the Corporations Act and for all other purposes. The ESIP was first approved at the Company's AGM on 9 November 2020 however the maximum number of equity securities that could be issued under the ESIP was capped at 40,000,000.

The aim of the ESIP is to increase the number of equity securities under the ESIP from 40,000,000 to 100,000,000. It will also 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 4 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.

The Company's ESIP was first approved at the AGM on 9 November 2020. This is the second time approval is being sought under Listing Rule 7.2 Exception 13(b) with respect to the ESIP. 25,000,000 Options have previously been issued under the ESIP. Pursuant to the Listing Rules, Shareholders must re-approve the ESIP and all unallocated Options issuable pursuant to it every three years.

If Resolution 4 is approved, issues under the ESIP will not utilise the company's 15% placement capacity under Listing Rule 7.1. If Resolution 4 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 3. A copy of the ESIP may be obtained by contacting the Company.

3.2 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 13 the following information is provided:

• The material terms of the ESIP are summarised above.

• Approval is sought under Listing Rule 7.2 Exception 13 with respect to the ESIP.

• The Company's ESIP was first approved at the AGM on 9 November 2020. This is the second time approval is being sought under Listing Rule 7.2 Exception 13(b) with respect to the ESIP. 25,000,000 Options have previously been issued under the ESIP.

• The reason why the ESIP approval is being sought again is to increase the maximum number of equity securities proposed to be issued under the scheme following the approval from 40,000,000 to 100,000,000.

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

Schedule 1- Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

$	Australian dollars
ABN	Australian Business Number.
ACN	Australian Company Number.
Annual Report	The Directors' Report, the Financial Report, and Auditor's Report, in respect to the yearended 30 June 2020.
ASX	ASX Limited (ACN 008 624 691) and, where the context permits, the AustralianSecurities 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;
	(b)A child of the member's spouse;
	(c)A dependent of the member's spouse;
	(d)Anyone else who is one of the member's family and may be expected to
	influence the member, or be influenced by the member, in the member's
	dealing with the entity;
	(e)A company the member controls; or
	(f)A person prescribed by the Corporations Regulations 2001 (Cth).
Chair	The chair of the Meeting.
Company, PDI or	Predictive Discovery Limited (ABN 11 127 171 877).
Predictive
Corporations Act	The Corporations Act 2001 (Cth).
Director	A director of Predictive.
Equity Security	The same meaning as in the Listing Rules.
ESIP	PDI's Employee Securities Incentive Plan
Explanatory	The Explanatory Memorandum accompanying the Notice of Meeting.
Memorandum
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 ispart 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 General Meeting, which accompanies this Explanatory
	Memorandum.
Meeting or General	The General Meeting of Predictive called by the Notice of Meeting.
MeetingOption	Means an option to acquire a share
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	Means a share in the capital of the Company.
Shareholder	The registered holder of a Share.

Schedule 2 – Terms and Conditions of Incentive Options for Francis Harper and Andrew Pardey

• (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) three years from date of issue (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 vest provided the director remains a director of the Company for 12 continuous months from date of issue. Options that do not vest will automatically lapse.
• (h) Any vested 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.
• (i) 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.
• (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.

Schedule 3 – 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) inrelation 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 timeto time.
Invitation
(a)		Following determination that an Eligible Participant may participate in the Plan, the Board may at any time and fromtime to time make an Invitation to that Eligible Participant.
(b)	decides from time to time, including as to:		An Invitation to an Eligible Participant to apply for Securities may be made on such terms and conditions as the Board

• (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.

	LODGE YOUR VOTE
	ONLINEwww.linkmarketservices.com.au
	 BY MAILPredictive Discovery LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
	BY FAX+61 2 9287 0309
	BY HANDLink Market Services Limited1A Homebush Bay Drive, Rhodes NSW 2138
	ALL ENQUIRIES TOTelephone: 1300 554 474	Overseas: +61 1300 554 474

X99999999999

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 Meeting (mark box)

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

STEP 1or 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 General Meeting of the Company to be held at 11:00am (WST) on Friday, 14 May 2021 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting is being held virtually via a web-based meeting portal. See the Company's Notice of General Meeting for full details.

Important for Resolutions 1 - 4: 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 1 - 4, 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*

• 1 Approval of Issue of Incentive Options to a Related Party – Francis Harper
• 2 Approval of Issue of Incentive Options to a Related Party – Andrew Pardey
• 3 Approval to issue Director Shares - Francis Harper
• 4 Approve the adoption of an Employee Securities Incentive Plan

STEP 3

STEP 2

* 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)

PDI PRX2101C

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).

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.

SIGNING INSTRUCTIONS

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

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.

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 Wednesday, 12 May 2021, 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:

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

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.

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

+61 2 9287 0309

BY HAND

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

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

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 GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.