BTC Health : Notice of Annual General Meeting and Proxy Form

BTC health Limited	All Registry communications to:
ABN 45 091 979 172	Link Market Services Limited
	Locked Bag A14
	Sydney South NSW 1235 Australia
	Telephone: [phone]
	ASX Code: BTC
	Email: [e-mail]
	Website: www.linkmarketservices.com.au
22 October 2020

Dear Shareholder,

I am pleased to provide you with details in relation to the 2020 Annual General Meeting (AGM) BTC health Limited on Tuesday, 24 November 2020 at 2.00pm (AEDT), which will be held as a virtual meeting.

In line with temporary amendments to the AGM requirements in Australia and current regulatory guidance, the meeting this year will be held entirely by technology given the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic. There will not be a physical venue for shareholders to attend.

Additionally, the Determination issued by the Federal Treasurer permits a Notice of Meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. Accordingly, this year the Notice of Meeting will not be mailed to shareholders. Instead, it is available for you to view and download at the company's website at: https://btchealth.com.au.

Your participation in the Meeting is important to us and we encourage all shareholders and proxy holders to participate in the AGM virtually via the online platform at https://agmlive.link/BTC20. To do this you will need a desktop or mobile/tablet device with internet access, and you will need to provide your details (including Shareholder Reference Number (SRN) or Holder Identification Number (HIN) to be verified as a security holder or proxy holder.

The online platform will allow you to listen to the proceedings, view the presentations and ask questions of the Board and vote in real-time.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions provided in the Notice of Meeting and in the Virtual Annual General Meeting Online Guide, which can be accessed online https://btchealth.com.au

Yours faithfully

Sharon Papworth

Company Secretary

BTC health Limited

BTC health Limited

A.B.N. 45 091 979 172

Notice of Annual General Meeting and Explanatory Statement

Time: 2:00pm

Date:

Tuesday, 24 November 2020

Place: The Annual General Meeting of BTC health Limited will be held virtually using the online platform provided by our share registry, Link Market Services, https://agmlive.link/BTC20. Instructions on how to attend the meeting online and vote are included in the Explanatory Memorandum.

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 professional advisors prior to voting.

BTC health Ltd ABN 45 091 979 172
Level 1, 10 Oxley Road, Hawthorn VIC 3122 P 1800 100 282 [e-mail]	btchealth.com.au

Notice of Annual General Meeting and Explanatory Statement

The twentieth Annual General Meeting of BTC health Limited (Company) will be held at 2:00 pm on Tuesday, 24 November 2020. The Meeting will be held online, accessible via: https://agmlive.link/BTC20. Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum which forms part of this Notice of Annual Shareholders' Meeting.

Agenda

1. CHAIRMANS ADDRESS
2. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual Financial Statements of the Company for the year ended 30 June 2020 including the related Directors' Report and Independent Auditor's report.
3. ORDINARY RESOLUTIONS
4. 1. ADOPTION OF REMUNERATION REPORT
      To receive and consider the remuneration report of the Company, and if thought fit, pass the following resolution as a non-binding resolution:
      "To adopt the Remuneration Report contained in the Directors' Report for the Company for the year ended 30 June 2020."
      The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.
   2. RE-ELECTIONOF MR. JON PILCHER AS A DIRECTOR
      To consider and if thought fit to pass the following resolution as an ordinary resolution: "That Mr. Jon Pilcher be re-electedas a Director of the Company."
      The Directors, with Mr. Jon Pilcher, unanimously recommend that you vote in favour of this resolution.
   3. APPOINTMENT OF GRANT THORNTON AS THE COMPANY'S AUDITOR
      To consider and if thought fit to pass the following resolution as an ordinary resolution:
      "That pursuant to section 327B(1)(b) of the Corporations Act and for all other purposes, Grant Thornton, having given its consent in writing to act as auditor, be appointed as the auditor of the Company to hold office from the conclusion of this Annual General Meeting until it resigns or is removed from the office of auditor of the Company."
      The Directors unanimously recommend that you vote in favour of this resolution.

1. SPECIAL RESOLUTION
   4. APPROVAL 10% PLACEMENT CAPACITY
   To consider and if thought fit to pass the following resolution as a special resolution:
   "That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Notes."
   The Directors unanimously recommend that you vote in favour of this resolution.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who will attend as your proxy, please complete the enclosed form of proxy.

To be valid, the proxy form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received by not less than 48 hours before the time for holding the meeting at the Company's share registry by:

1. Online atwww.linkmarketservices.com.au
2. By Mail

BTC health Limited

C/- Link Market Services

Locked Bag A14

Sydney South NSW 1235

1. By Fax [phone].

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the member's voting rights. A proxy need not be a member of the company.

The Board has determined that for the purposes of the meeting, shares will be taken to be held by the persons who are registered holders at 2:00pm (AEDT) on 22 November 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By Order of the Board

Sharon Papworth

Company Secretary

22 October 2020