RECCE PHARMACEUTICALS LTD

ACN 124 849 065

NOTICE OF GENERAL MEETING

TIME: 10.00am AEDT

DATE: Friday, 16 February 2018

PLACE: The offices of K&L Gates Level 31, 1 O'Connell Street SYDNEY NSW 2000

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

Should you wish to discuss the matters in the Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 8072 1400.

	IMPORTANT INFORMATION	1
	BUSINESS OF THE MEETING	3
1.	RESOLUTION 1 –RE-ELECTION OF DIRECTOR –MICHELE DILIZIA	3
2.	RESOLUTION 2 –RE-ELECTION OF DIRECTOR –JAMES GRAHAM	3
	EXPLANATORY STATEMENT	4
1.	BACKGROUND TO THE SPILL MEETING AND RESOLUTIONS	4
2.	RESOLUTION 1 –RE-ELECTION OF DIRECTOR –MICHELE DILIZIA	4
3.	RESOLUTION 2 –RE-ELECTION OF DIRECTOR –JAMES GRAHAM	5
4.	FURTHER INFORMATION	5
	GLOSSARY	6

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10.00am AEDT on Friday, 16 February 2018 at:

The offices of K&L Gates Level 31, 1 O'Connell Street SYDNEY NSW 2000

An Explanatory Memorandum containing information relevant to the Resolutions and a Proxy Form accompany this Notice.

Your vote is important

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

Voting eligibility

The persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm AEDT on Wednesday, 14 February 2018.

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 no later than 10.00am AEDT on Wednesday, 14 February 2018.

Proxies should be returned as follows

Online:	By Mobile:	By Mail to:
At www.investorvote.com.au	Scan the QR Code on your Proxyform and follow the prompts	Computershare Investor ServicesPty LtdGPO Box 242Melbourne Victoria 3001Australia
By Facsimile Transmission to:	By Hand to:	Custodian Voting:
1800 783 447 (within Australia) or+61 3 9473 2555 (outsideAustralia)	Computershare Investor ServicesPty LtdLevel 11172 St George's TerracePerth, Western Australia 6000	For Intermediary OnlineSubscribers only (custodians)please visitwww.intermediaryonline.com tosubmit your voting intentions

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 Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder'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.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

The proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
If the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
If the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
If the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

An appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
The appointed proxy is not the chair of the meeting; and
At the meeting, a poll is duly demanded on the resolution; and
Either of the following applies:
- o the proxy is not recorded as attending the meeting; or
- o the proxy does not vote on the resolution,

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

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MICHELE DILIZIA

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

"That, for the purposes of section 250V(1) of the Corporations Act 2001 (Cth) and for all other purposes, Ms Michele Dilizia, who will cease to hold office as a director of the Company immediately before the end of this Meeting, being eligible, be re-elected as a director of the Company. "

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JAMES GRAHAM

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

"That, for the purposes of section 250V(1) of the Corporations Act 2001 (Cth) and for all other purposes, Mr James Graham, who will cease to hold office as a director of the Company immediately before the end of this Meeting, being eligible, be re-elected as a director of the Company. "

Dated 17 January 2018

By order of the Board

Alistair McKeough Company Secretary

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. BACKGROUND TO THE SPILL MEETING AND RESOLUTIONS

The Corporations Act includes a 'two strikes' rule with regard to the adoption of Remuneration Reports. The 'two strikes' rule provides that if 25% or more of the votes cast on the resolution to adopt the Remuneration Report at two consecutive Annual General Meetings are against the resolution, the Company must at the later Annual General Meeting put a resolution to the Shareholders proposing to convene another shareholder meeting to consider the spill of the Board (Spill Resolution).

As the resolution to adopt the Recce's Remuneration Report at two consecutive Annual General Meetings (being 2016 and 2017) had 25% or more of the votes cast against the resolution, the Spill Resolution was put to Shareholders at the Company's 2017 Annual General Meeting and was passed. Accordingly, and as required by section 250V of the Corporations Act, this meeting of Shareholders, known as a 'Spill Meeting', is being held within 90 days after the 2017 Annual General Meeting.

As required by the Corporations Act, the Directors (other than the Managing Director, Dr Graham Melrose) will cease to hold office at the end of this Spill Meeting. In this regard, each of the Company's current directors, being Ms Michele Dilizia and Mr James Graham will cease to hold office, but being eligible are standing for re-election.

There is no voting exclusion applicable to the Resolutions.

Under the Corporations Act, the Company must have a minimum of three directors at all times. The Corporations Act therefore provides that in circumstances where either or both of Ms Michele Dilizia and Mr James Graham are not re-elected as a Director by way of ordinary resolution under Resolution 1 or Resolution 2 (as applicable), then they will be taken to have been appointed as a Director by resolution passed at this Meeting so that the Company maintains the required three directors.

For the purposes of determining the length of time in office for future retirements by rotation, each Director who is re-elected at this Spill Meeting is considered to have been in office from the time of their previous rotation.

2. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MICHELE DILIZIA

In accordance with Recommendation 1.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd edition), the Company provides the following information in respect to Ms Dilizia:

(a) Position: Ms Dilizia holds the position of Executive Director of the Company.
(b) Independence: Having considered the independence of Ms Dilizia in accordance with the guidelines of the ASX Corporate Governance Council, the Company considers Ms Dilizia not to be an independent Director of the Company.
(c) Length of Service: Ms Dilizia was appointed a Director of the Company on 23 June 2015.
(d) Formal Qualifications: Ms Dilizia holds: BSC (Med Sci), Grad Dip Bus (Mkting), BA (Journ), is a Graduate of the Australian Institute of Company Directors (GAICD) and is a member of the Australian Society for Microbiology (MASM).
(e) Skills and Experience: Qualified Medical Scientist with a specialisation in medical microbiology. Earlier a successful executive career in public relations and marketing for a leading retail chain.

Began with journalism and then post-graduate qualifications in business.

Market research consultant, which included marketing development of health-care and pharmaceutical products.

(f) Other Listed Company Directorships: Ms Dilizia currently holds no directorships with other listed companies.
(g) Board Recommendation: The Board supports the re-election of Ms Dilizia as a Director of the Company.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JAMES GRAHAM

(a) Position: Mr Graham holds the position of Executive Director of the Company.
(b) Independence: Having considered the independence of Mr Graham in accordance with the guidelines of the ASX Corporate Governance Council, the Company considers Mr Graham not to be an independent Director of the Company.
(c) Length of Service: Mr Graham was appointed a Director of the Company on 23 June 2015.
(d) Formal Qualifications: Mr Graham holds a BCom (Entrepreneurship) and is a Graduate of the Australian Institute of Company Directors (GAICD).
(e) Skills and Experience: Former committee-member of Perth Angel Investors; entrepreneurship and marketing.

Previously, General Manager of a marine company with sales in Australia, Asia and Europe.

Investor (non-professional) in ASX-listed technology companies.

Closely involved in the early growth and direction of Recce – initiated and facilitated funding.

(f) Other Listed Company Directorships: Mr Graham currently holds no directorships with other listed companies.
(g) Board Recommendation: The Board supports the re-election of Mr Graham as a Director of the Company.

4. FURTHER INFORMATION

The Directors are not aware of any other information which is relevant to the consideration by Shareholders of the proposed Resolutions set out in the Notice of Meeting.

The Directors recommend Shareholders read this explanatory statement in full and, if desired, seek advice from their own independent financial or legal adviser before making any decision in relation to the proposed Resolutions.

GLOSSARY

AEDT means Australian Eastern Daylight Time in Sydney, New South Wales.

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

Board means the current Board of Directors of the Company.

Chair means the chair of the Meeting.

Company or Recce means Recce Pharmaceuticals Ltd (ACN 124 849 065).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's Report section of the Company's Annual Financial Report.

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

Shareholder means a registered holder of a Share.

Lodge your vote:

Online: www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 181357

•

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 10:00am (AEDT) Wednesday, 14 February 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

or turn over to complete the form GO ONLINE TO VOTE, Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Recce Pharmaceuticals Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Recce Pharmaceuticals Ltd to be held at the offices of K&L Gates, Level 31, 1 O'Connell Street, Sydney, New South Wales on Friday, 16 February 2018 at 10:00am (AEDT) and at any adjournment or postponement of that meeting.

STEP 2Items of Business
	For	Against	Abstain
Resolution 1Re-election of Director – Michele Dilizia
Resolution 2Re-election of Director – James Graham

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
Contact		ContactDaytime
Name		Telephone	Date	/	/

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RECCE PHARMACEUTICALS LTD Proxy Solicitation & Information Statement 2018

65669_rns_2018-01-16_26ad8141-8694-49b6-b650-4f524dbb06f0.pdf

RECCE PHARMACEUTICALS LTD

ACN 124 849 065