Patrys : Notice of Annual General Meeting/ Proxy Form

PATRYS LIMITED

ABN 97 123 055 363

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Thursday, 22 November 2018

Time of Meeting: 12:00pm (AEDT)

Place of Meeting: Arnold Bloch Leibler Level 21

333 Collins Street Melbourne Victoria, 3000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

PATRYS LIMITED

ABN 97 123 055 363

Registered office: Level 4, 100 Albert Road, South Melbourne Victoria 3205

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Members of Patrys Limited (the "Company") will be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne, Victoria, 3000 at 12:00pm (AEDT) on Thursday, 22 November 2018.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2018.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

"That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2018 be adopted."

Resolution 2: Re-election of Mr Michael Stork as a Director of the Company

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

"That Mr Michael Stork, who retires by rotation pursuant to the Constitution of the Company and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Ratification of Prior Issue of Shares

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

"That for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders approve, ratify and confirm the issue and allotment on or about 16 February 2018 of 8,139,744 fully paid ordinary shares in the Company at a deemed issue price of $0.017 (1.7 cents) per share to consultants of the Company as consideration for services rendered on the basis set out in the Explanatory Statement.

Resolution 4: Ratification of Prior Issue of Shares

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

"That for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders approve, ratify and confirm the issue and allotment on or about 23 May 2018 of 135,294,117 fully paid ordinary shares in the Company at a issue price of $0.034 (3.4 cents) per share to institutional and sophisticated investors on the basis set out in the Explanatory Statement.

Resolution 5: Ratification of Prior Issue of Shares

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

"That for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders approve, ratify and confirm the issue and allotment on or about 23 May 2018 of 6,176,470 fully paid ordinary shares in the Company at a deemed issue price of $0.034 (3.4 cents) per share issued to Somers and Partners Pty Ltd for services rendered on the basis set out in the Explanatory Statement."

Resolution 6: Approval to Grant Options to Directors (or their nominees)

Resolution 6(a), 6(b), 6(c) and 6(d)

To consider and, if thought fit, pass the following resolutions as ordinary resolutions: Resolution 6(a)

"That pursuant to and in accordance with the ASX Listing Rule 10.11 and all other purposes, approval be given to grant up to 10,000,000 Options (being a right to acquire up to 10,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant option conditions) for no consideration to Dr James Campbell (or his nominee), as described in the Explanatory Statement accompanying this Notice of Meeting"

Resolution 6(b)

"That pursuant to and in accordance with the ASX Listing Rule 10.11 and all other purposes, approval be given to grant up to 6,000,000 Options (being a right to acquire up to 6,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant option conditions) for no consideration to Mr John Read (or his nominee), as described in the Explanatory Statement accompanying this Notice of Meeting"

Resolution 6(c)

"That pursuant to and in accordance with the ASX Listing Rule 10.11 and all other purposes, approval be given to grant up to 4,000,000 Options (being a right to acquire up to 4,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant option conditions) for no consideration to Mr Michael Stork (or his nominee), as described in the Explanatory Statement accompanying this Notice of Meeting"

Resolution 6(d)

"That pursuant to and in accordance with the ASX Listing Rule 10.11 and all other purposes, approval be given to grant up to 4,000,000 Options (being a right to acquire up to 4,000,000 fully paid ordinary shares in the Company subject to satisfaction of relevant option conditions) for no consideration to Ms Suzy Jones (or her nominee), as described in the Explanatory Statement accompanying this Notice of Meeting"

Resolution 7: Increase in Aggregate Non-Executive Director Remuneration

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

"That for the purposes of clause 15.4 of the Constitution, ASX Listing Rule 10.17, and for all other purposes, the maximum aggregated annual Directors' fees payable to Non-Executive Directors for the financial year from and including the year commencing 1 July 2018, be increased from $250,000 per annum to $400,000, as described in the Explanatory Statement which accompanies and forms part of this Notice."

SPECIAL BUSINESS

Resolution 8: Approval of 10% Placement Facility

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement"

DATED 17 October 2018

By order of the Board

Melanie Leydin Company Secretary

NOTES:

• 1. Entire Notice: The details of the resolution contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

• 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

• 3. Proxies

  • a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

  • b. Each shareholder has a right to appoint one or two proxies.

  • c. A proxy need not be a shareholder of the Company.

  • d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with it constitution, or the Corporations Act.

  • e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

  • f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

  • g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's constitution and Corporations Act.

  • h. To be effective, proxy forms must be received by the Company's share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 12:00pm (AEDT) on Tuesday, 20 November 2018. Any proxy received after that time will not be valid for the scheduled meeting.

  i. By post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001

  • ii. In person to Computershare Investor Services Pty Limited, 'Yarra Falls', 452 Johnston Street, Abbotsford Victoria 3067

  • iii. By fax to 1800 783 447 (within Australia) or [phone] (outside Australia)

  • iv. Online by going towww.investorvote.com.au or by scanning the QR code found on the enclosed proxy form with your mobile device

  • v. For Intermediary Online subscribers only (custodians) please visitwww.intermediaryonline.comto submit your voting intentions

• 4. Corporate Representative

  Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

• 5. Voting Exclusion Statement: Resolution 1

  The Company will disregard any votes cast Resolution 1 (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote cast as proxy for a person entitled to vote:

(a)in accordance with a direction on the proxy form; or,(b) by the Chairman of the meeting as proxy for a person entitled to vote and the Chairman as received express authority to vote undirected proxies as the Chairman sees fit.

Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman's box on the proxy form you acknowledge that the Chairman of the meeting will vote in favour of this item of business as your proxy. The Chairman will vote undirected proxies in favour of Resolution 1.

Resolution 2

There are no voting exclusions on Resolution 2.

Resolution 3

The Company will disregard any votes cast in favour on Resolution 3 by any 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.