SCIDEV LTD — AGM Information 2018

Oct 29, 2018

Suite 105 48 Atchison Street St Leonards NSW 2065 Australia ABN 25 001 150 849

Phone: 61 0428 002 590 Email: admin@scidev.com.au Website: www.scidev.com.au ASX code: SDV

NOTICE OF THE 2018 ANNUAL GENERAL MEETING

Notice is hereby given that the 2018 Annual General Meeting (AGM) of the shareholders of SciDev Ltd (SciDev or the Company) will be held as follows:

• Time: 11:00am (Sydney time)
• Date: Thursday, 29 November 2018
• Place: The Boardroom Northside Conference Centre Corner of Oxley Street and Pole Lane Crows Nest NSW 2065

This Notice of AGM should be read in conjunction with the attached Explanatory Notes and is accompanied by a Proxy Form for those shareholders wishing to vote by proxy. Please follow the instructions on the Proxy Form carefully.

ORDINARY BUSINESS

Financial Report

To receive and consider the Company's Financial Report, including the Reports of the Directors and the Auditors of the Company and its controlled entities, for the year ended 30 June 2018.

Note: There is no requirement for Shareholders to approve this Report.

Resolution 1: To Adopt the Remuneration Report

To consider and, if thought fit, to pass the following ordinary Resolution:

That the Company's Remuneration Report for the financial year ended 30 June 2018 be received, approved and adopted.

Voting Exclusion Statement for Resolution 1

In accordance with section 250R(4) of the Corporations Act, the Company will disregard votes cast on Resolution 1 by a member of the Company's Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report of the Company's 2018 Annual Report, or a closely-related party of such a member, unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

Resolution 2: To Elect a Director – Mr Trevor Jones

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

That Mr Trevor Jones, a Director retiring by rotation in accordance with clause 46 of the Company's Constitution, being eligible for re-election, be re-elected as a Director of the Company.

Resolution 3: To Elect a Director – Mr Lewis Utting

That Mr Lewis Utting, a Director appointed on 29 October 2018 to fill a casual vacancy on the Board, in accordance with clause 46 of the Company's Constitution, being eligible for re-election, be reelected as a Director of the Company.

Resolution 4: To Elect a Director – Ms Simone Watt

That Ms Simone Watt, a Director appointed on 29 October 2018 to fill a casual vacancy on the Board, in accordance with clause 46 of the Company's Constitution, being eligible for re-election, be re-elected as a Director of the Company.

Resolution 5: Consolidation of Shares and Options

That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• (a) every 10 Shares be consolidated into 1 Share; and
• (b) every 10 Options be consolidated into 1 Option,

and, where this Consolidation results in a fraction of a Security being held, the Company be authorised to round that fraction up to the nearest whole Security (as the case may be).

Other Business

To transact any other business that may be properly brought before the Meeting.

Further information in relation to these Resolutions is set out in the attached Explanatory Notes.

Important Information Concerning Proxy Votes on Resolution 1

The Corporations Act places certain restrictions on the ability of KMP and their closely-related parties to vote on resolutions connected directly or indirectly with the remuneration of the KMP. Their closely-related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the KMP, as such persons will not be able to vote undirected proxies. Shareholders are also encouraged to direct their proxy how to vote on all Resolutions. If you do not do so, you risk your vote not being cast.

Undirected proxies held by relevant KMP or their closely-related parties will not be voted on Resolution 1 with the exception that the Chairman of the Meeting is expressly authorised to vote undirected proxies on Resolution 1 as he sees fit.

Eligibility to Vote

For the purposes of Regulation 7.11.37 of the Corporations Act, the Directors have set 7:00pm (Sydney time) on 27 November 2018 as the time and date to determine holders of the Company's Shares for the purposes of the General Meeting. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. On a show of hands every Shareholder has one vote, and on a poll, every Shareholder has one vote for each Share held.

Voting Intentions of the Chairman

The Chairman intends to vote all undirected proxies in favour of all Resolutions, unless otherwise indicated in the Notice of Annual General Meeting or Explanatory Notes.

Proxies

To be effective, Proxy Forms must be received by the Company at its registered office at least 48 hours before the time for holding the Meeting.

A member entitled to attend, and vote is entitled to appoint not more than two persons as his / her proxy to attend and vote instead of the member. A proxy need not be a member of the Company. If more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. Unless under Power of Attorney (which should have been noted by the Company) a Proxy Form by a corporation should be executed under its common seal or in accordance with the Corporations Act.

Dated: 29 October 2018

By order of the Board

Heath L Roberts Company Secretary

EXPLANATORY NOTES

These Explanatory Notes sets out information in connection with the business to be considered at the 2018 Annual General Meeting of SciDev Ltd (SciDev or the Company).

ORDINARY BUSINESS

The following items of ordinary business will be considered at the Meeting:

Financial Report

The first item of the Meeting deals with the consolidated Financial Report of the Company and its controlled entities for the year ended 30 June 2018, including the Directors' Declaration and Directors' Report in relation to that financial year, and the Auditors' Report on the financial statements (Financial Report).

Shareholders are asked to consider the Financial Report and raise any matters of interest with the Directors when this item is being considered. Shareholders will be provided with a reasonable opportunity at the Meeting to ask questions about, or make comments on, the Financial Report. No resolution is required to be moved in respect of this item of business.

Resolution 1: To Adopt the Remuneration Report

The Corporations Act requires that a resolution be put to the members to receive, approve and adopt the Remuneration Report, as it is disclosed in the Directors' Report of the Annual Report. The vote on this resolution is advisory only and non-binding. The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the Meeting. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a spill resolution) that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must stand for re-election. Any undirected proxies held by Directors, with the exception of the Chairman of the Meeting, or other KMP, or any of their closely-related parties, will not be voted on Resolution 1. Their closely-related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. The Chairman of the Meeting has received express authority to vote undirected proxies on Resolution 1 as he sees fit.

Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1. Voting exclusions apply.

Resolution 2: To Elect a Director – Mr Trevor Jones B. Comm. (Melb)

Mr Jones was appointed as a Director of the Company on 28 February 2007. He has had a career spanning over 30 years in the finance industry through Australia, the US and UK. During this time he has held senior positions in investment funds management, stockbroking and corporate finance, gaining a broad experience of capital structuring and capital raising, particularly in the mining sector. He has held senior positions with County Natwest Securities Australia Ltd in London, Westpac Institutional bank in Sydney and Austock Group in Melbourne. Further details of Mr Jones' qualifications, expertise and experience are set out on page 6 of the Company's 2018 Annual Financial Statements.

Directors' recommendation

The Directors (except Mr Jones) recommend that Shareholders vote in favour of Resolution 2.

Resolution 3: To Elect a Director– Mr Lewis Utting

Mr Utting was appointed as a Director of the Company on 29 October 2018, after becoming a senior executive of SciDev in March 2018.

Lewis has over 15 years' experience in the water treatment, mining and chemical industries. He began his career with a leading manufacturer of specialty chemicals, Buckman, in 2001 servicing the paper and water treatment industries. Following his time at Buckman, Lewis undertook a Senior Sales Engineer role with Hercules Chemicals Australia focussing on the paper sector. Following this Lewis moved to Ciba, who were subsequently acquired by BASF, the world's largest chemical company by sales. Lewis progressed through BASF starting as an Account Manager and finally becoming the Global Project Manager and Global Business Development Manager for the Mining Solutions business. Lewis holds a Bachelor of Applied Science (Environmental Engineering) and is a member of the AICD.

Directors' recommendation

The Directors (except Mr Utting) recommend that Shareholders vote in favour of Resolution 3.

Resolution 4: To Elect a Director– Ms Simone Watt

Ms Watt was appointed as a Director of the Company on 29 October 2018.

Simone is the Managing Director of Sinoz Chemical and Commodities (Sinoz), which is a global company supplying reagents and technology-based improvements to the mining and agribusiness industries. Simone is also a director of Kanins Australia and Kanins International, which are both part of the Sinoz Group of companies. Simone has extensive experience in the areas of strategic sourcing and supplier management, business development and sales and marketing. Simone holds degrees in Mechanical Engineering and Applied Science and is a member of the AICD.

Directors' recommendation

The Directors (except Ms Watt) recommend that Shareholders vote in favour of Resolution 4.

Resolution 5: Consolidation of Shares and Options

1.1 Background

Resolution 5 seeks Shareholder approval for the Company to undertake a 10:1 capital consolidation.

The Company's share price has traded in a relatively narrow range from approximately 0.6 cents to 1.2 cents over the last year. Feedback from customers, suppliers and the broader investment community supports the Board's view that a reduced number of shares with a higher share price, as will be achieved by the proposed consolidation, would improve perception and acceptance of the Company; particularly in the current case where the Company is expanding its operations into the US. Improved perception and acceptance of the Company should assist the broader roll out of the business over time.

If Resolution 5 is passed, the number of:

Shares on issue will be reduced from 638,152,007 to 63,815,200 (subject to rounding); and

Options on issue will be reduced from 39,500,000 to 3,950,000 (subject to rounding).

1.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

1.3 Fractional entitlements

Not all Security holders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 10. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

1.4 Taxation

It is not considered that any taxation implications will exist for Security holders arising from the Consolidation. However, Security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

1.5 Holding statements

From the date two Business Days after the Consolidation is approved by Shareholders, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Security Holder to check the number of Securities held prior to disposal or exercise (as the case may be).

1.6 Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the table below.

Capital Structure	Shares	Unlisted Options1
Pre-Consolidation Securities	638,152,007	39,500,000
Post-Consolidation ofSecurities (subject torounding)	63,815,200	3,950,000

1. The terms of these Options are set out in the table below.

The effect the Consolidation will have on the terms of the Options is as set out in the tables below:

Terms	Number
Options exercisable at 0.025 by 28 November 2019	39,500,000
Total	39,500,000

Options – Post Consolidation

Terms	Number
Options exercisable at 0.25 by 28 November 2019	3,950,000
Total	3,950,000

1.7 Indicative timetable

If Resolution 5 is passed, the Consolidation will take place in accordance with the following timetable:

Action	Date
Company announces Consolidation and sends outNotice of Meeting seeking Shareholder approvalfor the Consolidation.	30 October 2018
Company tells ASX that Shareholders haveapproved the Consolidation	29 November 2018
Last day for trading in pre-ConsolidationSecurities	30 November 2018
Trading in post-Consolidation starts on adeferred settlement basis	3 December 2018
Last day for Company to register transfers on apre-Consolidation basis	4 December 2018
First day for Company to send to each holdernotice of the change in their details of holdings.	5 December 2018
First day for the Company to register Securitieson a post-Consolidation basis and first day forissue of holding statements
Change of details of holdings date. Deferredsettlement market ends	11 December 2018

All Correspondence to:

	By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (Sydney Time) on Tuesday, 27 November 2018.

TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/sdvagm2018

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

. Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (Sydney Time) on Tuesday, 27 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online	https://www.votingonline.com.au/sdvagm2018
By Fax	+ 61 2 9290 9655
 By Mail	Boardroom Pty LimitedGPO Box 3993,Sydney NSW 2001 Australia
In Person	Boardroom Pty LimitedLevel 12, 225 George Street,Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration**.**

Your Address

using this form.

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities

PROXY FORM

STEP 1 APPOINT A PROXY

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

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at The Boardroom, Northside Conference Centre, Corner of Oxley Street and Pole Lane, Crows Nest NSW 2065 on Thursday, 29 November 2018 at 11:00am (Sydney Time) and at any adjournment of that meeting, to act 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP2	VOTING DIRECTIONS* 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 vote will notbe counted in calculating the required majority if a poll is called.
		For	Against	Abstain*
Resolution 1	Adoption of the Remuneration Report
Resolution 2	To Elect a Director – Mr Trevor Jones
Resolution 3	To Elect a Director – Mr Lewis Utting
Resolution 4	To Elect a Director – Ms Simone Watt
Resolution 5	Consolidation of Shares and Options

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2Securityholder 3
Sole Director and Sole Company Secretary	Director		Director / Company Secretary
Contact Name……………………………………………	Contact Daytime Telephone………………………		Date	/	/ 2018