PYC THERAPEUTICS LIMITED - AGM Information 2017

PHYLOGICA LIMITED

ACN 098 391 961

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2:00PM (WST) DATE : 24 November 2017 PLACE : Telethon Kids Institute 100 Roberts Road Subiaco, WA 6008

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00PM (WST) on 22 November 2017.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2017.”

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of 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 by 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 this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DR ROBERT HAYES

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

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Dr Robert Hayes, a Director who was appointed casually on 18 April 2017, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – DR RICHARD KENDALL

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

“That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Dr Richard Kendall, a Director who was appointed as an additional Director on 18 April 2017, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DR PAUL WATT

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

“That, for the purpose of clause 13.2 of the Constitution, and for all other purposes, Dr Paul Watt, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

6. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 125,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MS STEPHANIE UNWIN

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

“That, for the purposes of sections 200B and 200E of the Corporations Act and ASX Listing Rule 10.19, and for all other purposes, the giving of benefits to Ms Stephanie Unwin in connection with Ms Stephanie Unwin ceasing to hold a managerial or executive office in the Company, be approved on the terms set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Stephanie Unwin and any of her associates ( Resolution 6 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 6 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

(a) the proxy is either:

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

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

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

8. RESOLUTION 7 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO DR ROBERT HAYES

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

“That, for the purposes of sections 200B and 200E of the Corporations Act and ASX Listing Rule 10.19, and for all other purposes, the giving of benefits to Dr Robert Hayes in connection with Dr Robert Hayes ceasing to hold a managerial or executive office in the Company, be approved on the terms set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Robert Hayes and any of his associates ( Resolution 7 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 7 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

(a) the proxy is either:

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

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

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

9. RESOLUTION 8 – ISSUE OF RELATED PARTY OPTIONS TO MS STEPHANIE UNWIN

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

“That, for the purposes of sections 200B, 200E and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 10,000,000 Related Party Options to Stephanie Unwin (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Stephanie Unwin (or her nominee) and any of their associates ( Resolution 8 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 8 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

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

Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

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

10. RESOLUTION 9 – ISSUE OF RELATED PARTY OPTIONS TO DR ROBERT HAYES

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

“That, for the purposes of sections 200B, 200E and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 10,000,000 Related Party Options to Dr Robert Hayes (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Robert Hayes (or his nominee) and any of their associates ( Resolution 10 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 10 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if:

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

11. RESOLUTION 10 – ADOPTION OF EMPLOYEE SHARE OPTION 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 ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Share Option Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

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

Voting Prohibition Statement:

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

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and 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.

12. RESOLUTION 11 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by renewing clause 35 for a period of 3 years from the date of approval of this Resolution.”

Dated: 18 October 2017

By order of the Board

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Kevin Hart Company Secretary

Voting in person

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

Voting by proxy

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

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9384 3284.

EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

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

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

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

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

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

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

2.3 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.

3. RESOLUTION 2 AND 3 – ELECTION OF DIRECTORS – DR ROBERT HAYES AND DR RICHARD KENDALL

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

3.2 Resolution 2 – Dr Robert Hayes

Dr Robert Hayes, having been appointed by other Directors on 18 April 2017 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

Dr Hayes was previously Head of Biologics at multinational biopharmaceutical company Amgen (NASDAQ:AMGN), responsible for the leadership, strategic direction and operational management of the company’s biologics preclinical discovery and biotherapeutics pipeline. This included bioreagent generation, large molecule lead identification, biologics optimization, and the transition to upstream process development and manufacturing.

Prior to Amgen, Dr Hayes spent seven years as Vice President & Venture Leader of a biotech company within Janssen R&D that focused on developing and exploiting small alternative scaffold proteins. He was also a Senior Director of Protein Engineering at Johnson and Johnson, one of the worlds’ largest healthcare companies, for over three years.

With over 20 years’ experience in biotech start-ups and large pharmaceutical companies, Dr Hayes has a proven track record in building teams around new scientific ideas and technologies. He also has significant experience in forming partnerships between biotech companies and university partners to advance the development and application of novel therapeutic platforms.

Dr Hayes holds a Ph.D. from the Imperial College London, where he was the Royal College of Science Scholar and a Royal Society University Research Fellow. He also completed postdoctoral research at Imperial and University California at Berkeley.

Independence

Dr Hayes is an Executive Director and Chief Scientific Officer of the Company.

As an executive director of the company the Board does not consider Dr Hayes to be an independent director.

3.3 Resolution 3 – Dr Richard Kendall

Dr Richard Kendall, having been appointed by other Directors on 18 April 2017 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

Based in California, Dr Kendall is currently Vice President Research at Kite Pharma, responsible for the company’s research pipeline and developing CAR-T technology.

Previously, Dr Kendall was Executive Director of Oncology Research at Amgen, where he directed a group of 90+ scientists, and was responsible for the development of the Amgen cancer franchise strategy aligning research with other functions including Chemistry, Protein Sciences, Medical Translational Sciences, Development and Commercial. Results included 17 clinical candidate molecules made up of 9 small molecules and 8 protein therapeutics.

Dr Kendall holds an associate adjunct professor position in the Department of Molecular, Cellular and Developmental Biology, at the University of California at Santa Barbara.

Dr Kendall has consulted to Phylogica in recent months on the development of the company’s assets including the iMyc oncology program and Functional Penetrating Phylomer (FPP) intracellular drug delivery technology.

Independence

Dr Kendall has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the board considers Dr Kendall will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Dr Hayes and Dr Kendall and recommends that Shareholders vote in favour of Resolutions 2 and 3.

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DR PAUL WATT

4.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Dr Paul Watt, who has served as a director since 12 September 2016 and was last re-elected on 25 November 2016, retires by rotation and seeks re-election.

4.2 Qualifications and other material directorships

Dr Watt is a founder of Phylogica and is the principal inventor of Phylogica’s drug discovery technologies. Prior to his appointment as a Non-Executive Director, Dr Watt held the position of Chief Scientific Officer, from which he resigned, and will continue to provide strategic scientific services as Chief Scientific Advisor, on a part time contractual basis.

Dr Watt has published more than 55 peer reviewed papers, and has filed more than 24 patent applications many of which are granted in the US and Europe. Specialising in drug discovery biotechnology and experimental genetics, he has attracted over A$9 million in research funding from Australia and the United States to develop the technology underpinning Phylogica.

Previously Dr Watt founded InfaMed Ltd, now owned by Cambridge, UK-based Avita Medical Ltd. They commercialised an FDA-approved / CE-marked paediatric drug delivery device that he invented, which is marketed internationally. He was appointed Adjunct Professor at the School of Paediatrics and Child Health at the University of Western Australia and is now Director of Research Services and Innovation at the Telethon Kids Institute where Phylogica’s discovery research is carried out.

Dr Watt carried out postdoctoral research in yeast genetics at Harvard and Oxford Universities, where he discovered and characterised proteins involved in maintaining genome stability. He has a DPhil in Molecular Biology from Oxford University and BSc (Hons) from the University of Western Australia.

Dr Watt has held no other Australian public company directorships in the last three years.

4.3 Independence

If elected the board considers Dr Watt will not be an independent director because he has been an executive of the Company in the last three years.

4.4 Board recommendation

The Board supports the re-election of Dr Watt and recommends that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

5.1 General

On 16 June 2017, the Company issued 125,000,000 Shares at an issue price of $0.04 per Share to raise $5,000,000.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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

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

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

5.2 Technical information required by ASX Listing Rule 7.4

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

(a) 125,000,000 Shares were issued;
(b) the issue price was $0.04 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to a sophisticated investor who is not a related party of the Company; and
(e) the funds raised from this issue were used for ongoing research and development of its peptide and Phylomer libraries and general working capital.

6. RESOLUTIONS 6 AND 7 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MS STEPHANIE UNWIN AND DR ROBERT HAYES

6.1 Executive Agreements

The Company has entered into a binding terms sheet with each of Ms Stephanie Unwin and Dr Robert Hayes (each, an Executive for the purpose of this Resolution), pursuant to which Ms Unwin will serve as the Company’s Managing Director, and Dr Hayes will serve as the Company’s Chief Scientific Officer, each upon and subject to terms of a formal agreement ( Formal Agreement ). The binding terms sheets set out the terms upon which the Formal Agreement will be based, the material terms of which are as follows:

(a) Term : The term of the employment for each Executive will commence on the date of execution of the Formal Agreement, and will continue for a fixed initial period of two years ( Initial Term ), following which the parties may agree to extend the Unwin Formal Agreement on amended mutually agreed terms.

With regards to the employment of Ms Unwin, where amended mutually agreed terms are not negotiated, unless terminated, the employment will continue on the terms and conditions of her Formal Agreement;

(b) Salary and Performance Based Bonus – Ms Unwin :

(i) The Company will pay Ms Unwin a salary of $500,000 per annum (inclusive of superannuation and director fees), to be reviewed annually; and
(ii) the Company may pay Ms Unwin a performance based bonus of up to $500,000 (including superannuation) per annum for agreed corporate milestones (as disclosed in the ASX Announcement by the Company dated 20 June 2017);

(c) Salary and Performance Based Bonus – Dr Hayes:

(i) The Company will pay Dr Hayes a salary of $550,000 per annum and a $50,000 reimbursement for medical healthcare in year 1, and $600,000 in year 2 (each inclusive of superannuation and director fees); and

(ii) the Company may pay Dr Hayes a performance based bonus of up to $300,000 per annum (including superannuation) for agreed corporate and scientific milestones to be determined within one month of the execution of the Formal Agreement;
(d) Incentive Options : The Company has agreed, subject to Shareholder approval, to issue the Executives the Related Party Options detailed in Resolutions 8 and 9;
(e) Termination by the Company: The Company may at its sole discretion terminate the Executive’s employment in the following manner and in accordance with the NES under the Fair Work Act:
(i) by giving written notice of:
- (A) for Ms Unwin, the greater of:
  - (I) twelve months; and
  - (II) the remainder of the Initial Term; or
- (B) for Dr Hayes, six months;
(ii) for either Executive, by giving not less than six month’s written notice if at any time the Executive:
- (A) is or becomes incapacitated by illness or injury of any kind which prevents the Executive from performing duties under the Formal Agreement for a period of two consecutive months or any periods aggregating two months in any period of 12 months during the term of the employment; or
- (B) is or becomes of unsound mind or under the control of any committee or officer under any law relating to mental health;
(iii) for either Executive, by giving one month’s written notice if at any time the Executive:
- (A) commits any serious or persistent breach of any of the provisions contained in the Formal Agreement and the breach is not remedied within 14 days of the receipt of written notice from the Company to the Executive to do so;
- (B) in the reasonable opinion of the board, is absent in, or demonstrates incompetence with regard to the performance of the Executive’s duties under the Formal Agreement, or is neglectful of any duties under the Formal Agreement or otherwise does not perform all duties under the Formal Agreement in a satisfactory manner, provided that the Executive:
  - (I) has been counselled on at least three separate occasions of the specific matters complained of by the board; and

  - (II) after each such occasion has been provided with a reasonable opportunity of at least a month to remedy the specific matters complained of by the board;

(C) the Executive commits or becomes guilty of any gross misconduct; or
(D) refuses or neglects to comply with any lawful reasonable direction or order given to the Executive by the Company which the Executive, after receipt of prior notice, has failed to rectify to the reasonable satisfaction of the Company within 21 business days of receipt of that notice;
(iv) for either Executive, summarily without notice, if at any time the Executive is convicted of any major criminal offence which brings the Company or any of its related bodies corporate into lasting disrepute, by giving notice effective immediately and without payment of any salary other than salary accrued to the date of termination; or
(v) for either Executive, where the Executive ceases to serve as a director of the Company, subject to any required shareholder approval, effective immediately, by paying the Executive the Salary payable for the remainder of the Term.

Subject to shareholder approval under Section 200D of the Corporations Act, the Company may at its sole discretion dispense with the written notice period that must be given to the Executive under section 6.1(e)(i) to 6.1(e)(iii) above, and immediately terminate the employment by making a payment to the Executive equal to the Salary payable for the relevant period of notice ( Company Termination Payment );

(f) Termination by the Executive: The Executive may terminate the employment in the following manner:
(i) if at any time the Company commits any serious or persistent breach of any of the provisions contained in the Formal Agreement and the breach is not remedied within 28 days of receipt of written notice from the Executive to the Company to do so, by giving notice effective immediately; or
(ii) by giving two months’ written notice to the Company.

In the event that the employment is terminated in accordance with clause 6.1(f)(i) prior to the expiry of the Initial Term, subject to shareholder approval under section 200D of the Corporations Act, the Company will pay to the Executive:

(iii) for Ms Unwin, the greater of:
(A) the Salary which would have been payable for the remainder of the Initial Term; and
(B) the Salary payable for 12 months; or
(iv) for Dr Hayes, the Salary payable for 6 months,

( Executive Termination Payment ); and

(g) Change of Control for Good Reason: If a change of control occurs and, at any time during the twelve (12) month period following such change of control the Executive resigns employment for any of the following ‘good reasons’:
(i) a material adverse change in the Executive’s status or position as an officer or Executive of the Company, as in effect immediately prior to a change of control. Such material adverse change shall include without limitation any material adverse change in status or position as a result of a material diminution in the Executive’s duties or authority or the assignment to the Executive of any duties or responsibilities which are materially inconsistent with such status or position. Notwithstanding the foregoing, ‘good reason’ shall not be deemed to occur upon a change in the Executive’s duties or responsibilities that is a result of the Company no longer being publicly traded;
(ii) a material reduction by the Company in the Executive’s annual Salary as in effect immediately prior to a change of control;
(iii) a material failure by the Company to continue in effect any Executive benefit program in which the Executive is participating at the time of a change of control other than as a result of the normal expiration of any such Executive benefit program in accordance with its terms as in effect at the time of a change of control or replacement of such benefit program with a comparable program, or the taking of any action, or the failure to act, by the Company which would materially and adversely affect the Executive’s continued participation in any such Executive benefit program on at least as favourable a basis to the Executive as on the date of a change of control; for greater certainty this subparagraph (ii) does not apply to club membership or similar benefits particular to Executive;
(iv) the failure by the Company to provide and credit the Executive with the number of paid vacation days to which the Executive is entitled in accordance with the Company’s vacation policy in effect immediately prior to a change of control;
(v) the Company requiring the Executive to be based anywhere other than where the Executive is based at the time of a change of control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations in the ordinary course of business immediately prior to the change of control;
(vi) the Company repudiating any of its material obligations under the Agreement, as amended;
(vii) the Company requiring the Executive to report to a person of lower apparent or ostensible authority or standing within the Company or the overall corporate group of affiliates of which it may be a part from time to time; provided always that a general change in overall reporting structure bona fide entered into by the Company in the interests of improved management of its business and not limited to the individual Executive, shall

not be a change in reporting responsibilities as contemplated by this clause; or

(viii) any other action by the Company which would constitute constructive dismissal at law,

the Executive shall be entitled, subject to any shareholder approval required under Section 200D of the Corporations Act, to payment of:

(i) with regards to Ms Unwin, the greater of:

(A) the Salary which would have been payable for the remainder of the Initial Term; and

(B) the Salary payable for 12 months; or

(ii) with regards to Dr Hayes, the Salary payable for 6 months,

( Change of Control Termination Payment ).

Refer to the Company’s ASX Announcement dated 20 June 2017 for further information.

6.2 Part 2D.2 of the Corporations Act

Part 2D.2 of the Corporations Act restricts the benefits which can be given to certain persons who hold a “managerial or executive office” (as defined in the Corporations Act) on leaving their employment with a company or any of its related bodies corporate, unless an exception applies.

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies.

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

In accordance with the terms of the Formal Agreements, Shareholder approval for the Company Termination Payment, Executive Termination Payment and Change of Control Termination Payment (together, the Termination Payments ) is being sought pursuant to sections 200B and 200E of the Corporations Act.

6.3 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 Termination Payments constitute giving a financial benefit and the Executives are related parties by virtue of being Directors of the Company.

The Directors (other than Ms Unwin with regards to Resolution 6 due to her material personal interest in the outcome of Resolution 6, and Dr Hayes with regards to Resolution 7 due to his material person interest in the outcome of Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Termination Payments because the agreement to make the Termination Payments as part of each Executive’s remuneration package was negotiated on an arm’s length basis.

6.4 ASX Listing Rule 10.19

ASX Listing Rule 10.19 provides that, without the approval of ordinary shareholders, an entity must ensure that no officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

The value of the Termination Payments exceeds 5% of the Company’s equity interests as set out in the latest accounts given to ASX . Accordingly, Shareholder approval is being sought under ASX Listing Rule 10.19 in respect of the Termination Payments.

7. RESOLUTION 8 AND 9 – ISSUE OF RELATED PARTY OPTIONS TO DIRECTORS

7.1 General

As noted in section 6.1 above, the Company has agreed to enter into an executive service agreement with each of Ms Stephanie Unwin and Dr Robert Hayes, pursuant to which, subject to obtaining Shareholder approval, it will issue a total of 20,000,000 Options ( Related Party Options ) to Ms Stephanie Unwin and Dr Robert Hayes ( Related Parties ) on the terms and conditions set out below and in Schedule 1.

In the event that employment of the Related Party is terminated for reason other than those specified in section 6.1(e)(iii) or 6.1(e)(iv), or in the event of a change of control, any unvested Related Party Options will vest immediately.

A summary of Chapter 2E of the Corporations Act is set out in section 6.3 above.

The grant of the Related Party Options constitutes giving a financial benefit and Ms Unwin and Dr Hayes are related parties of the Company by virtue of being Directors.

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

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to the Related Parties.

7.2 Section 200B and 200E of the Corporations Act

In all other circumstances of termination of the relevant Related Party’s employment with the Company, unless otherwise determined by the Board, all of the relevant Related Party Options that are not exercisable lapse on the date of termination.

Shareholder approval of the benefits that may become payable to the relevant Related Party as a result of the automatic vesting conditions attached to the Related Party Options, is sought under section 200E of the Corporations Act.

Section 200B of the Corporations Act prevents a company from giving a benefit to a person retiring or being removed from a managerial or executive, office or position ( Retiree ), unless the company's shareholders approve that benefit under section 200E or unless the benefit falls within certain exceptions set out in the Corporations Act.

A payment will only fall within the exceptions set out in the Corporations Act if the amount of the payment is less than a prescribed multiple of the retiree’s remuneration or if the nature of the payment falls within one of a number of categories set out in the Corporations Act (for example, a payment by way of damages for breach of contract or a payment for past services). The possible automatic vesting of Related Party Options, may not fall within any of the categories of exception set out in the Corporations Act and accordingly Shareholder approval is sought.

Section 200E of the Corporations Act requires that where shareholders are asked to approve a payment or other benefit to a retiree that would otherwise be prohibited by section 200B, shareholders must be given details of the amount of the payment, or, if the amount cannot be ascertained at the time of the disclosure, the manner in which the amount is to be calculated and any matter, event or circumstance that will, or is likely to affect the calculation of the amount.

The current indicative value of the Related Party Options proposed to be granted to Ms Unwin and Dr Hayes is equal to $56,000 and $56,000 respectively utilising the Black Scholes Pricing Model.

7.3 ASX Listing Rule 10.18 and 10.19

If shareholder approval is obtained under this resolution, the Company will still be required to comply with Listing Rules 10.18 and 10.19, which place restrictions on the circumstances in which certain termination benefits can be paid and a cap on the value of termination benefits that can be paid to officers of the Company.

7.4 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

(a) the related parties are Ms Stephanie Unwin and Dr Robert Hayes and they are related parties by virtue of being Directors;

(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 10,000,000 Related Party Options to Ms Unwin; and
(ii) 10,000,000 Related Party Options to Dr Hayes;
(c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;
(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Related Party Options are set out in Schedule 1;
(f) the value of the Related Party Options and the pricing methodology is set out in Schedule 2;
(g) the relevant interests of the Related Parties in securities of the Company are set out below:

are set out below:
Related Party	Shares	Options
Stephanie Unwin	3,333,333	6,666,6671
Robert Hayes	Nil	Nil

1 Unlisted Options with a nil exercise price, exercisable on or before 30 November 2019.
(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Stephanie Unwin	$556,000	$166,721
Robert Hayes	$656,000	$504,149

(i) if the Related Party Options granted to the Related Parties are exercised, a total of 20,000,000 Shares would be issued. This will increase the number of Shares on issue from 2,120,809,567 to 2,140,809,567 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.93%, comprising 0.465% by Ms Unwin and 0.465% by Dr Hayes;

(j) The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company. The Company has agreed to issue the Related

Party Options at an exercise price which equals a Share price which is 50% above the closing price of Shares on the ASX on the date of agreement to issue, thereby ensuring that an increase in Share price must have occurred prior to such a circumstance occurring;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	5.3 cents	24 July 2017
Lowest	1.5 cents	28 November 2016 1, 4 December 2016
Last	3.6 cents	13 October 2017

(l) the primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(m) Ms Unwin declines to make a recommendation to Shareholders in relation to Resolution 8 due to her material personal interest in the outcome of the Resolution on the basis that she is to be granted Related Party Options in the Company should Resolution 8 be passed. However, in respect of Resolution 9, Ms Unwin recommends that Shareholders vote in favour of that Resolution for the following reasons:
(i) the grant of Related Party Options to the Related Party, in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Party with those of Shareholders;
(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;
(n) Dr Hayes declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 8 be passed. However, in respect of Resolution 8, Dr Hayes recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (m);
(o) with the exception of Ms Unwin, no other Director has a personal interest in the outcome of Resolution 8;

(p) with the exception of Dr Hayes, no other Director has a personal interest in the outcome of Resolution 9;
(q) Dr Bernard Hockings recommends that Shareholders vote in favour of Resolutions 8 and 9 for the reasons set out in paragraph (m);
(r) Dr Richard Kendall recommends that Shareholders vote in favour of Resolutions 8 and 9 for the reasons set out in paragraph (m);
(s) Dr Paul Watt recommends that Shareholders vote in favour of Resolutions 8 and 9 for the reasons set out in paragraph (m);
(t) in forming their recommendations, each Director considered the experience of each Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price, vesting conditions and expiry date of those Related Party Options; and
(u) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 8 and 9.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 10 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN

Resolution 10 seeks Shareholders approval for the adoption of the employee incentive scheme titled Employee Share Option Plan ( Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 10 is passed, the Company will be able to issue Options under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Options have previously been issued under the Plan. 63,593,750 Options were issued under the Company’s previous share option plan.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Options under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 4. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary, Mr Kevin Hart. Shareholders are invited to contact the Company if they have any queries or concerns.

9. RESOLUTION 11 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

9.1 General

Section 648G(1) of the Corporations Act provides that a company’s proportional takeover approval provisions, unless sooner omitted from its constitution, cease to apply at the end of 3 years from adoption or renewal as appropriate unless otherwise specified.

When the provisions cease to apply the company’s constitution is modified by omitting the provisions.

A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e. by special resolution of shareholders).

The Company’s constitution (including the proportional takeover provisions set out in clause 35) was adopted on 30 November 2010. Accordingly the proportional takeover provisions included in the Constitution applied until 30 November 2013 unless sooner omitted or renewed.

Resolution 11 is a special resolution which will enable the Company to modify its Constitution by renewing clause 35 for a period of 3 years from the date of Shareholder approval. It is noted that Shareholder approval will not result in a change to the wording of clause 35.

The Company is permitted to seek further Shareholder approval to renew this clause for further periods of up to 3 years on each occasion.

A copy of the Constitution is available for download from the Company’s website.

9.2 Proportional takeover provisions (clause 35 of Constitution)

(a) General

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

The proportional takeover provisions set out in clause 35 of the Constitution provides that a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Constitution.

This clause will cease to have effect on the third anniversary of the date of the adoption of the last renewal of the clause.

(b) Information required by section 648G of the Corporations Act

(i) Effect of proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed or the deadline for obtaining such approval has passed.

(ii) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(iii) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(iv) Advantages and disadvantages of proportional takeover provisions during the period in which they have been in effect

The Directors consider that the proportional takeover provisions had no advantages or disadvantages for them during the period in which they have been in effect.

The advantages and disadvantages of the proportional takeover provisions for Shareholders include those set out immediately below, which were applicable during the period in which they have been in effect.

(v) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(A) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(B) assisting in preventing Shareholders from being locked in as a minority;
(C) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(D) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(A) proportional takeover bids may be discouraged;
(B) lost opportunity to sell a portion of their Shares at a premium; and
(C) the likelihood of a proportional takeover bid succeeding may be reduced.

(c) Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions and as a result consider that renewal of the proportional takeover provision set out in clause 35 of the Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 11.

GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Phylogica Limited (ACN 098 391 961).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant 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.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means 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, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

Option means an option to acquire a Share.

Optionholder means the holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolutions 8 and 9 with the terms and conditions set out in Schedule 1.

Related Party Optionholder means the holder of a Related Party Option.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2017.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

(a) Entitlement

Each Related Party Option entitles the holder to subscribe for one Share upon exercise of the Related Party Option.

(b)

Exercise Price

Subject to paragraph (k), the amount payable upon exercise of each Related Party Option will be equal to that price which is 50% above the closing price of Shares on ASX on the date of the agreement to issue the Options ( Exercise Price ).

(c) Expiry Date

The Related Party Options will expire as follows:

(i) 10,000,000 Related Party Options to be issued Stephanie Unwin (pursuant to Resolution 8) will expire at 5.00pm (WST) on 30 May 2020; and
(ii) 10,000,000 Related Party Options to be issued to Robert Hayes (pursuant to Resolution 9) will expire at 5.00pm (WST) on 30 May 2020,

( Expiry Date ).

A Related Party Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Vesting Conditions

The following vesting conditions apply to the Related Party Options:

(i) subject to paragraph (iii), 5,000,000 of the Related Party Options issued to each Related Party Option holder will vest 12 months from the date of issue;
(ii) subject to paragraph (iii), 5,000,000 of the Related Party Options issued to each Related Party Option holder will vest 24 months from the date of issue; and
(iii) in the event that the Related Party Option holder’s employment is terminated (other than for specified reasons as noted in Resolutions 8 and 9), or in the event of a change of control, the Related Party Options will vest immediately,

( Vesting Conditions ).

(e) Lapsing of Option

Unless otherwise determined by the Board, and subject to (d)(iii) above, a Related Party Option will lapse upon the earlier to occur of:

(i) a Vesting Condition in relation to the Related Party Option is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the

Board exercises its discretion to waive the Vesting Condition and vest the Related Party Option or section (iii)(B) below applies;

(ii) in respect of unvested Options only, the Related Party Option holder ceases employment, unless the Board:
(A) exercises its discretion to vest the Related Party Option; or
(B) in its absolute discretion, resolves to allow the unvested Related Party Options to remain unvested after the Related Party Option holder ceases employment;
(iii) in respect of vested Options only, a Related Party Option holder ceases employment and the Related Party Option granted in respect of that Related Party Option holder is not exercised within one (1) month (or such later date as the Board determines) of the date the Related Party Option holder ceases employment; and
(iv) the Expiry Date of the Option.

(f) Exercise Period

The Options are exercisable from the achievement of the relevant Vesting Condition, until the Expiry Date ( Exercise Period ).

(g) Notice of Exercise

The Related Party Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Related Party Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Related Party Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(h) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Related Party Option being exercised in cleared funds ( Exercise Date ).

(i) Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Related Party Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a 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; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Related Party Options.

If a notice delivered under (i)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a 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.

(j)

Shares issued on exercise

Shares issued on exercise of the Related Party Options rank equally with the then issued shares of the Company.

(k)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a Related Party Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l)

Adjustment for rights issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(m)

Bonus Issues

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):

(i) the number of Shares or other securities which must be issued on the exercise of an Option will be increased by the number of Shares or other securities which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(n) Participation in new issues

There are no participation rights or entitlements inherent in the Related Party Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Related Party Options without exercising the Related Party Options.

(o)

Change in exercise price

A Related Party Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Related Party Option can be exercised.

(p) Transferability

The Related Party Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

(q) Cashless Exercise Facility

If a Related Party Option holder wishes to exercise some or all of their Related Party Options, they may elect to pay the exercise price by using a cashless exercise facility ( Cashless Exercise Facility ). The Cashless Exercise Facility entitles the Related Party Option holder to set-off the exercise price against the number of Shares which the Related Party Option holder is entitled to receive upon exercise of the Eligible Participant’s Options. If a Related Party Option holder elects to use the Cashless Exercise Facility, they will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the exercise price otherwise payable for the Related Party Options and the then market value of the Shares at the time of exercise (determined as the weighted average closing price of Shares on the ASX over the 5 trading days prior to exercise), calculated in accordance with the following formula:

S = O x (MSP – EP)

==> picture [22 x 8] intentionally omitted <==

Where:

S = Number of Shares to be issued on the exercise of the Options.
O = Number of Options.
MSP = Market value of the Shares (calculated using the volume weighted average of the prices at which Shares were traded on the ASX during the 5 trading days immediately preceding the date of exercise).
EP = Option Exercise Price.

If the difference between the total Option Exercise Price otherwise payable for an Option on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with the formula above) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.

SCHEDULE 2 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 9 and 10 have been independently valued.

The Black and Scholes option valuation methodology was used by RSM Australia Pty Ltd as a basis for the calculations using the following assumptions:

The share price of a fully paid Share as at the valuation date of 13 October 2017 was $0.036.

The risk-free interest rate used was 1.92% (based on the 2-year Reserve Bank treasury bond rates respectively as at 13 October 2017).

A volatility factor of 65% was used to value the options as determined considering the historical volatility of shares over 1, 2 and 3-year trading periods.

The Black and Scholes option pricing model assumes that the Related Party Options the subject of the valuation can be sold on a secondary market. The terms and conditions of the proposed Related Party Options state that the Related Party Options shall not be listed for official quotation on ASX. In addition, the Related Party Options are not transferable.

Based on the above assumptions, the value of the 20,000,000 Related Party Options using the indicative values attributed is as follows:

Director	Theoretical Value per Option (cents)	Number of Options issued	Total value ($)
Stephanie Unwin	0.56	10,000,000	$56,000
Robert Hayes	0.56	10,000,000	$56,000

Any change in the variables applied in the Black and Scholes calculation between the date of the valuation and the date the Incentive Options are granted would have an impact on their value.

SCHEDULE 3 – TERMS AND CONDITIONS OF EMPLOYEE SHARE OPTION PLAN

The following is a summary of the key terms and conditions of the Plan to be adopted by the Company:

(a) Eligibility and Grant of Plan Options ): The Board may grant options to acquire Shares under the Plan ( ESOP Options ) to any full or part time employee or director of the Company or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company ( Eligible Participant ). ESOP Options may be granted by the Board at any time.
(b) ( No Consideration ): Unless the ESOP Options are quoted on ASX, ESOP Options will be issued for nil cash consideration.
(c) ( Conversion ) : Each ESOP Option is exercisable into one Share ranking equally in all respect with the existing issued Shares.
(d) ( Exercise Price and Expiry Date ): The exercise price and expiry date for ESOP Options granted under the Plan will be determined by the Board prior to the grant of the ESOP Options.
(e) ( Exercise Restrictions ): The ESOP Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Board prior to grant of the ESOP Options ( Exercise Conditions ). Any restrictions imposed by the Board must be set out in the offer for the ESOP Options.
(f) ( Renounceability ) : Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).
(g) ( Lapsing of ESOP Options ): Unless the Board determines otherwise, subject to the terms of the offer made to a Participant, an unexercised ESOP Option will lapse: (i) on the Eligible Participant ceasing to be an Eligible Participant:
- (A) any Exercise Conditions have not been met by the date the relevant person ceases to be an Eligible Participant ( Ceasing Date ); or
- (B) where any Exercise Conditions have been met by the Ceasing Date or the ESOP Option is not subject to any Exercise Conditions, the Participant does not exercise the ESOP Option within a period of 6 months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) if any Exercise Condition is unable to be met; or
(iii) the expiry date has passed.
(h) ( Share Restriction Period ): Shares issued on the exercise of ESOP Options may, at the discretion of the Board, be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the ESOP Options.
(i) ( Disposal of Options ) : ESOP Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

(j) ( Trigger Events ): The Company may permit ESOP Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(k) ( Participation ) : There are no participating rights or entitlements inherent in the ESOP Options and holders will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the ESOP Options.
(l) ( Change in exercise price ): An ESOP Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the ESOP Option can be exercised.
(m) ( Reorganisation ): If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(n) ( Limitations on Offers ): The Company must have reasonable grounds to believe, when making an offer under the Plan that the number of Shares to be received on exercise of ESOP Options, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by an ASIC Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(o) Cashless Exercise Facility: If an Eligible Participant wishes to exercise some or all of their Options, it may elect to pay the exercise price by using the Cashless Exercise Facility. The Cashless Exercise Facility entitles an Eligible Participant to set-off the exercise price against the number of Shares which the Eligible Participant is entitled to receive upon exercise of the Eligible Participant’s Options. If an Eligible Participant elects to use the Cashless Exercise Facility, the Eligible Participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the exercise price otherwise payable for the Options and the then market value of the Shares at the time of exercise (determined as the weighted average closing price of Shares on the ASX over the 5 trading days prior to exercise).

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PHYLOGICA LIMITED

ACN: 098 391 961

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

REGISTERED OFFICE:

SUITE 8 7 THE ESPLANADE MT PLEASANT WA 6153

SHARE REGISTRY:

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code: PYC

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (WST) on Friday 24 November 2017 at Telethon Kids Institute, 100 Roberts Road, Subiaco, WA 6008 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION	RESOLUTION
1.	Adoption of Remuneration Report	7.	Approval of Potential Termination Benefit to Dr Robert Hayes
2.	Election of Director - Dr Robert Hayes	8.	Issue of Related Party Options to Ms Stephanie Unwin
3.	Election of Director - Dr Richard Kendall	9.	Issue of Related Party Options to Dr Robert Hayes
4.	Re-Election of Director - Dr Paul Watt	10.	Adoption of Employee Share Option Plan
5.	Ratification of Share Placement	11.	Renewal of Proportional Takeover Provisions in the Constitution
6.	Approval of Potential Termination Benefit to Ms
	Stephanie Unwin

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 2:00pm (WST) on Wednesday 22 November 2017.

PYCPX1241117

PYCPX1241117

PYC

1 1

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

PYC THERAPEUTICS LIMITED — AGM Information 2017

65640_rns_2017-10-25_66fa1a29-75bb-407c-bf14-e51f6e36d4c0.pdf

PHYLOGICA LIMITED

ACN 098 391 961

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DR ROBERT HAYES

4. RESOLUTION 3 – ELECTION OF DIRECTOR – DR RICHARD KENDALL

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DR PAUL WATT

6. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

7. RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MS STEPHANIE UNWIN

Voting Prohibition Statement:

8. RESOLUTION 7 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO DR ROBERT HAYES

Voting Prohibition Statement:

9. RESOLUTION 8 – ISSUE OF RELATED PARTY OPTIONS TO MS STEPHANIE UNWIN

Voting Prohibition Statement:

10. RESOLUTION 9 – ISSUE OF RELATED PARTY OPTIONS TO DR ROBERT HAYES

Voting Prohibition Statement:

11. RESOLUTION 10 – ADOPTION OF EMPLOYEE SHARE OPTION PLAN

Voting Prohibition Statement:

12. RESOLUTION 11 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

Dated: 18 October 2017

By order of the Board

Kevin Hart Company Secretary

Voting in person

Voting by proxy

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 AND 3 – ELECTION OF DIRECTORS – DR ROBERT HAYES AND DR RICHARD KENDALL

3.1 General

3.2 Resolution 2 – Dr Robert Hayes

Qualifications and other material directorships

Independence

3.3 Resolution 3 – Dr Richard Kendall

Qualifications and other material directorships

Independence

3.4 Board recommendation

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – DR PAUL WATT

4.1 General

4.2 Qualifications and other material directorships

4.3 Independence

4.4 Board recommendation

5. RESOLUTION 5 – RATIFICATION OF SHARE PLACEMENT

5.1 General

5.2 Technical information required by ASX Listing Rule 7.4

6. RESOLUTIONS 6 AND 7 – APPROVAL OF POTENTIAL TERMINATION BENEFIT TO MS STEPHANIE UNWIN AND DR ROBERT HAYES

6.1 Executive Agreements

(b) Salary and Performance Based Bonus – Ms Unwin :

(c) Salary and Performance Based Bonus – Dr Hayes:

( Change of Control Termination Payment ).

6.2 Part 2D.2 of the Corporations Act

6.3 Chapter 2E of the Corporations Act

6.4 ASX Listing Rule 10.19

7. RESOLUTION 8 AND 9 – ISSUE OF RELATED PARTY OPTIONS TO DIRECTORS

7.1 General

7.2 Section 200B and 200E of the Corporations Act

7.3 ASX Listing Rule 10.18 and 10.19

7.4 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

8. RESOLUTION 10 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN

9. RESOLUTION 11 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

9.1 General

9.2 Proportional takeover provisions (clause 35 of Constitution)

(a) General

(b) Information required by section 648G of the Corporations Act

(i) Effect of proportional takeover provisions

(ii) Reasons for proportional takeover provisions

(iii) Knowledge of any acquisition proposals

(iv) Advantages and disadvantages of proportional takeover provisions during the period in which they have been in effect

(v) Potential advantages and disadvantages of proportional takeover provisions

(c) Recommendation of the Board

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

PYC THERAPEUTICS LIMITED AGM Information 2017