Prescient Therapeutics : Notice of General Meeting/Proxy Form

PRESCIENT THERAPEUTICS LIMITED

ACN 006 569 106

Notice of General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Friday, 26 April 2019

Time of Meeting:

10.00am (AEST)

Place of Meeting:

Chartered Accountants Australia and New Zealand

Level 18, Bourke Place

600 Bourke Street

Melbourne Victoria 3000

This Notice of 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.

PRESCIENT THERAPEUTICS LIMITED

ACN 006 569 106

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

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Members of Prescient Therapeutics Limited (the "Company") will be held at the offices of Chartered Accountants Australia and New Zealand, Level 18, 600 Bourke Street, Melbourne, VIC, 3000 at 10.00am (AEST) on Friday, 26 April 2019 ("General Meeting" or "Meeting").

AGENDA

The Explanatory Statement and Proxy Form which accompany and form part of this Notice, includes 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.

Resolution 1: 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 35,313,842 fully paid ordinary shares at an issue price of $0.05 (5 cents) per share to professional and sophisticated investors as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 2: Ratification of Prior Issue of Options

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 17,656,921 options in the Company, with each option having an exercise price of $0.0625 (6.25 cents), expiry date of 31 March 2023 and, upon exercise, entitling the holder to one fully paid ordinary share in the Company, to professional and sophisticated investors as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 3: Approval to issue Fully Paid Ordinary Shares

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 104,686,158 fully paid ordinary shares with an issue price of $0.05 (5 cents) per share on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 4: Approval to issue Options

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 52,343,079 options in the Company with an exercise price of $0.0625 (6.25 cents), expiring on 31 March 2023 and which, upon exercise, entitles the holder to one fully paid ordinary share in the Company, to professional and sophisticated investors as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 5: Approval to Grant Options to Mr Steven Yatomi-Clarke (or his nominee)

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 3,500,000 options (being a right to acquire up to 3,500,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) to Mr Steven Yatomi-Clarke (Managing Director and CEO of the Company), or his nominee, as described in the Explanatory Statement."

Resolution 6: Approval to Grant Options to Mr Steven Engle (or his nominee)

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 670,000 options (being a right to acquire up to 670,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) to Mr Steven Engle (Non-Executive Chairman of the Company), or his nominee, as described in the Explanatory Statement."

Resolution 7: Approval to Grant Options to Mr Paul Hopper (or his nominee)

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 415,000 options (being a right to acquire up to 415,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) to Mr Paul Hopper (Non-Executive Director of the Company), or his nominee, as described in the Explanatory Statement."

Resolution 8: Approval to Grant Options to Dr James Campbell (or his nominee)

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

"That for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant up to 415,000 options (being a right to acquire up to 415,000 fully paid ordinary shares in the Company subject to satisfaction of relevant vesting conditions) to Dr James Campbell (Non-Executive Director of the Company), or his nominee, as described in the Explanatory Statement."

Resolution 9: Approval to issue Options

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

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 4,200,000 options in the Company with an exercise price of $0.0625 (6.25 cents), expiring on 31 March 2023 and which, upon exercise, entitles the holder to one fully paid ordinary share in the Company, to Patersons Securities Limited (or its nominees) as described in the Explanatory Statement which accompanies and forms part of this Notice."

Dated 26 March 2019

By order of the Board

Melanie Leydin

Company Secretary

Notes

1.Entire Notice: The details of the resolution contained in the Explanatory Notes 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 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 General Meeting. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

3.Proxies

a.Votes at the 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 its 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 or 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 (Automic Registry Services) no later than 48 hours before the commencement of the General Meeting, this is no later than 10.00am (AEST) on Wednesday, 24 April 2019. Any proxy received after that time will not be valid for the scheduled meeting.

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

acertificate 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.How the Chairman will vote Undirected Proxies

The Chairman will vote undirected proxies in favour of all of the proposed resolutions.

6.Voting Exclusion Statement: Resolutions 1 and 2

The Company will disregard any votes cast in favour on Resolutions 1 and 2 by or on behalf of any person who participated in the relevant 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

•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.

Resolutions 3, 4 and 9

The Company will disregard any votes cast in favour of Resolutions 3, 4 and 9 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) and any associates of that person.

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

•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.

Resolution 5, 6, 7 and 8

The Company will disregard any votes cast in favour of Resolutions 5, 6, 7 and 8 by a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the entity) and any of their associates.

However, the Company need not disregard a vote on this Resolution if:

(a)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

(b)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.

If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a Key Management Personnel for the Company.

7.Enquiries

Shareholders are invited to contact the Company Secretary, Melanie Leydin on [phone] if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Resolution 1: Ratification of Prior Issue of Shares

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 35,313,842 fully paid ordinary shares to professional and sophisticated at an issue price of $0.05 (5 cents) per share ("Placement").

Of the 35,313,842 fully paid ordinary shares sought to be ratified under this Resolution 1, 14,125,538 Shares were issued under the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1 and 21,188,304 Shares were issued under the Company's additional 10% placement capacity pursuant to ASX Listing Rule 7.1A.

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity (such as options), if the number of those securities exceeds 15% of the share capital of the Company on issue at the commencement of the twelve (12) month period.

ASX Listing Rule 7.1A provides that, subject to receipt of required shareholder approval, in addition to its 15% placement capacity under ASX Listing Rule 7.1 a company is entitled to issue additional securities up to 10% of the issued share capital through placements over a 12-month period after the company's Annual General Meeting, without prior shareholder approval. The Company obtained the required shareholder approval for the additional placement capacity under ASX Listing Rule 7.1A at its 2018 Annual General Meeting on 20 November 2018.

ASX Listing Rule 7.4 provides that where a company's shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 and/or ASX Listing Rule 7.1A (provided that the previous issue of securities did not breach ASX Listing Rules 7.1 or 7.1A) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1 and 7.1A (if applicable). The Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rules 7.1 and 7.1A.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

(a)the total number of fully paid ordinary shares in the Company that were issued was 35,313,842;

(b)the shares were issued at an issue price of $0.05 (5 cents) per share;

(c)the shares allotted and issued are fully paid ordinary shares which have the same terms and rights as, and ranking equally with, the Company's existing shares;

(d)the shares were allotted and issued to professional and sophisticated investors, who were identified by the Joint Lead Managers to the Placement (Bell Potter Securities Limited and Aurenda Partners Pty Ltd);

(e)the funds raised have been, or will be, used to progress the Company's clinical programs, including additional drug manufacture and clinical trial management, payment for costs of the offer and for ongoing working capital requirements;

(f)a voting exclusion statement is included in the Notice.

Board Recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 1.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 2: Ratification of Prior Issue of Options

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 17,656,921 Options (each with an exercise price of $0.0625 (6.25 cents) and expiry date of 31 March 2023) to professional and sophisticated investors.

The 17,656,921 Options were issued under the Company's 15% placement capacity pursuant to ASX Listing Rule

7.1.ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity (such