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Predictive Discovery Limited

ABN 11 127 171 877

Notice of Annual General Meeting

TIME:	10.00 am
DATE:	29 November 2016
PLACE:	Level 2, 33 Ord Street, West Perth, Western	Australia

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Eric Moore, on +61 8 6143 1840

Notice of Meeting to Shareholders

The Annual General Meeting of Shareholders in Predictive Discovery Limited (Predictive or the Company) will be held at the Company's office at Level 2, 33 Ord Street, West Perth, Western Australia on Tuesday 29 November 2016 at 10.00 am (WST).

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Please note terms contained in this Notice of Meeting have the same meaning as set out in Schedule 1 of the Explanatory Memorandum accompanying this Notice of Meeting.

1. Financial Report

   To receive and consider the Annual Financial Report of the Company, together with the declaration of the directors, the Directors Report and the Auditors Report, for the year ended 30 June 2016.

2. Resolution 1 - Re-election of Mr David Kelly as a director of the Company

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

   "That Mr David Kelly who was appointed to fill a casual vacancy and will retire at the Annual General Meeting in accordance with Article 19.5 of the Company's Constitution, be re-elected as a Director of the Company."

3. Resolution 2 - Adoption of Remuneration Report

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

   "That Shareholders' adopt the Remuneration Report for the year ended 30 June 2016 as disclosed in the 2016 Annual Report."

   Note - the vote on this resolution is advisory only and does not bind the Directors of the Company.

   Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

4. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report: or

5. a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. The voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or

2. The voter is the Chair and the appointment of the Chair as proxy:

3. does not specify the way the proxy is to vote on the Resolution; and

4. expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

1. Resolution 3 - Grant of Options to Related party

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

   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 8,250,000 Options to Holihox Pty Ltd (a related party being a company controlled by Director Mr Phillip Jackson) or its nominee, on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Holihox Pty Ltd, Mr Phillip Jackson and any of their associates. However, the Company need not disregard a vote if it is cast by a person as 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy forms to vote as the proxy decides.

   Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment on this Resolution if:

2. The proxy is either:

3. A member of the Key Management Personnel for the company (or if the company is part of a consolidated entity, for the entity); or

4. A Closely Related Party of such a member; and

5. The appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

1. The proxy is the Chair; and

2. The appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the company or if the company is part of a consolidated entity, for the entity.

1. Resolution 4 - Grant of Options to Related party

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

   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 8,250,000 Options to Mr David Kelly (a director of the Company) or his nominee, on the terms and conditions set out in the Explanatory Memorandum."

   ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr David Kelly (and his

   nominee) and any of their associates. 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.

   Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either:

   (a)

   a member of the Key Management Personnel; or

   (b)

   a Closely Related Party of such a member; and

   the appointment does not specify the way the proxy is to vote on this Resolution.

   However, the above prohibition does not apply if:

2. the proxy is the Chair; and

3. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the company or if the company is part of a consolidated entity, for the entity.

4. Resolution 5 - Grant of Options to Related party

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

   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to grant 33,000,000 Options to Mr Paul Roberts (a director of the Company) or his nominee, on the terms and conditions set out in the Explanatory Memorandum."

   ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Paul Roberts (and his

   nominee) and any of their associates. 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.

   Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on

   this Resolution if the proxy is either:

   (a)

   a member of the Key Management Personnel; or

   (b)

   a Closely Related Party of such a member; and

   the appointment does not specify the way the proxy is to vote on this Resolution.

   However, the above prohibition does not apply if:

   (c) the proxy is the Chair; and

   (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected

   directly or indirectly with remuneration of a member of the Key Management Personnel of the company or if the company is part of a consolidated entity, for the entity.

5. Resolution 6 - Grant of Options to Consultants

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

   "That, for the purposes of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes, approval is given for the grant of 9,075,000 Options to certain consultants of the Company or their nominees, on the terms and conditions set out in the Explanatory Memorandum."

   ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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.

   Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

6. the proxy is either:

7. a member of the Key Management Personnel; or

8. a Closely Related Party of such a member; and

9. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

1. the proxy is the Chair; and

2. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the company or if the company is part of a consolidated entity, for the entity.

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