Predictive Discovery : Notice of General Meeting/Proxy Form

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PREDICTIVE DISCOVERY LIMITED

ACN 127 171 877

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date of Meeting: Wednesday, 9 March 2022

Time of Meeting: 4pm (WST)

Place of Meeting: Virtual, via a web-based meeting portal as well as in-person at:

Suite 9, 110 Hay Street

SUBIACO WA 6008

This Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their independent professional advisers prior to voting.

SEE OVERLEAF FOR IMPORTANT INFORMATION

REGARDING MEETING ATTENDANCE AND VOTING

Due to the current restrictions in place as a result of the COVID-19 pandemic, this meeting will be held

as a hybrid meeting (virtually and in-person).

Shareholders are strongly encouraged to either vote via proxy prior to the Meeting or appoint the Chair

as their proxy.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

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The Company will hold the Meeting both as a virtual meeting via a web-based meeting portal as well an in- person meeting at Suite 9, 110 Hay Street, Subiaco WA 6008.

The Company considers that the health, safety and welfare of the Company's staff, its Shareholders and other stakeholders is of paramount importance given the dynamic nature of the COVID-19 pandemic, current restrictions on travel and gatherings, and the ability of both the Federal and State Governments to impose further restrictions.

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either at the Meeting by poll during the Meeting electronically or prior to the Meeting by appointing a proxy. Further details of the voting methods open to Shareholders are set out in detail below.

Shareholders are strongly encouraged to either vote prior to the Meeting or to appoint the

Chair as their proxy.

The Board will continue to monitor the Covid-19 situation closely and details of any alternative arrangements for the Meeting will be issued to Shareholders electronically by no later than 10 days prior to the date of the Meeting or at shorter notice, depending on the circumstances.

The Company is aware that, at present, there are significant delays in the Australian postal system due to COVID-19, which may adversely affect both the receipt and return of voting forms by Shareholders. In accordance with recent amendments to the Corporations Act pursuant to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be dispatching physical copies of the Notice of General Meeting and Explanatory Statement to all Shareholders. Instead, these documents will be emailed to all Shareholders who have provided an email address to the Company's share registrar and are otherwise available on the ASX company announcements platform at www.asx.com.au under the ASX code of "PDI". Only Shareholders who have made an election to receive physical copies of meeting materials in accordance with section 253RB of the Corporations Act will be provided with a physical copy.

Shareholders who wish to attend the Meeting virtually must first register their attendance with the Company by no later than 4pm (WST) on 8 March 2022, the day prior to the day of the Meeting, by email to the Company Secretary at [e-mail], including the Shareholder's name, address and HIN or SRN. The Company will then email the Shareholder the details to participate in the virtual Meeting via zoom (a web-based meeting portal).

Shareholders are encouraged to submit any questions that they may wish to put to the Company during the Meeting in writing by email to the Company Secretary at [e-mail], by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting. Shareholders will also be able to ask questions during the Meeting using the web-based meeting portal, and Shareholders will be required to give their names when asking a question.

Enquiries

Shareholders are requested to contact the Company Secretary on [phone] if they have any queries in respect of the matters set out in this Notice of General Meeting or the Explanatory Statement.

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Voting Eligibility

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 7.00pm (AEDT) on 7 March 2022.

Voting by poll

All votes taken at the Meeting will be conducted by way of a poll, taken both physically at the Meeting and electronically. Shareholders who wish to vote by poll during the virtual Meeting must first notify the Company of their intention by emailing the Company Secretary at [e-mail], by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting. Shareholders will be able to submit their email poll votes immediately after the Chair calls for a vote on each Resolution and up to a period of one hour after the Meeting ends. This means that the outcome of each Resolution will not be able to be determined until after the conclusion of the Meeting to allow the company secretary sufficient time to count such poll votes submitted by email.

Voting by proxy

Shareholders should note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Company; and
3. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. To be valid, the proxy form (and any power of attorney under which it is signed) must be completed and returned by the time and in accordance with the instructions set out in the proxy form. Any proxy form received after that time will not be valid for the scheduled Meeting.

Subject to any voting restrictions set out in a voting exclusion statement in respect of the Resolutions, the Chair will vote undirected proxies on, and in favour of, each Resolution.

Corporate representatives

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative must, prior to the Meeting, provide evidence of his or her appointment, to the Company Secretary by email at [e-mail] by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting, noting whether the representative intends to attend the Meeting physically or virtually including any authority under which the appointment is signed, unless it has previously been given to the Company. Representatives who wish to vote by poll during the virtual Meeting must first notify the company secretary in accordance with the instructions set out above under 'voting by poll'.

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PREDICTIVE DISCOVERY LIMITED

ACN 127 171 877

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the shareholders of Predictive Discovery Limited (Company) will be held both as a virtual meeting via a web-based meeting portal as well an in-person meeting at Suite 9, 110 Hay Street, Subiaco WA 6008 at 4pm (WST) on Wednesday, 9 March 2022 (Meeting).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form form part of this Notice.

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 as Shareholders on 7 March 2022 at 7pm (AEDT). Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1.

AGENDA

SPECIAL BUSINESS

1) Resolution 1 - Replacement of 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 repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes, with effect from the close of the Meeting."

ORDINARY BUSINESS

2) Resolution 2 - Proposed Issue of Remuneration Options to Director - Andrew Pardey To consider and, if thought fit, to pass, the following as an ordinary resolution:

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue:

1. 2,650,000 Zero Exercise Price Options (ZEPOS); and
2. 1,000,000 Options,

in each case under the Company's 2021 Employee Securities Incentive Plan to Mr Andrew Pardey or his nominee, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Andrew Pardey or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme, or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

2

1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

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1. the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
2. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
3. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 2 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 2 Excluded Party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 2.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

1. the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
2. the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

3) Resolution 3 - Proposed Issue of Remuneration Options to Director - Paul Roberts

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue:

1. 1,700,000 Zero Exercise Price Options (ZEPOS); and
2. 700,000 Options,

in each case under the Company's 2021 Employee Securities Incentive Plan to Mr Paul Roberts or his nominee, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Paul Roberts or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme, or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: