Notice of Annual General Meeting and Explanatory Statement

Wednesday, 14 September 2016

By order of the Board

14 September 2016

Sandra McIntosh
Company Secretary

NOTICE is hereby given that the Annual General Meeting of Members of Regeneus Ltd (the Company) will be held at the offices of Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW, Australia on Wednesday 19 October at 11.00am (Sydney time).

ORDINARY BUSINESS

Financial Report

To receive the financial statements of the Company for the year ended 30 June 2016 together with the Directors’ Report and the Auditor’s Report.

RESOLUTIONS

RESOLUTION 1: Adoption of the Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2016 be adopted.”

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

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolution:

  • by Key Management Personnel or their closely related parties; or
  • as a proxy by Key Management Personnel or a closely related party of any key management personnel.

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 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 2: Re-election of a Director, Dr Roger Aston

To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution:

“That Dr Roger Aston, who retires as a Director of the Company by rotation in accordance with clauses 3.6(c) and 3.7 of the Company’s Constitution, and being eligible for re-election, is re-elected as a Director of the Company”.

RESOLUTION 3: Approval of additional placement capacity under Listing Rule 7.1A

To consider and, if thought fit, to pass, with or without amendment the following resolution as a special resolution:

“That for the purpose of ASX 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 issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement”.

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolution by:

  • a person who may participate in the 10% placement facility; and
  • a person who might obtain a benefit, except a benefit solely in the capacity of a holder of securities,

and any such associates of such a person.

At this point in time, there is no potential allottee to who securities may be issued under this resolution.

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 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 4: Approval of the Regeneus Share Option Plan

To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution:

“That for the purpose of ASX Listing Rule 7.2, exception 9, and for all other purposes, shareholders approve the Share Option Plan, a summary of which is set out in the Explanatory Notes accompanying the Notice of Meeting, and the issue of shares under the Share Option Plan.

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolution:

  • by Key Management Personnel and their associates or their closely related parties; or

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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Determination of Entitlement to Attend and Vote

The Company has determined that the holders of the Company’s ordinary shares for the purpose of the Annual General Meeting will be the registered holders of ordinary shares at 11.00am (Sydney time) on Monday 17 October 2016.

Attendance at the Annual General Meeting

In person: You may attend the Annual General Meeting in person at the date, time and place specified in the Notice of Meeting. Prior registration is not required.

By proxy: A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy. A proxy need not be a member of the Company. 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 the votes.

If you would like to appoint a proxy to attend the meeting on your behalf, this can be done by completing and signing the attached proxy form and sending it by post to Regeneus Ltd, c/o Link Market Services Limited at Locked Bag A14, Sydney South NSW 1235 or by facsimile to Link on +61 2 9287 0309 by no later than 11.00am Sydney time on Monday 17 October 2016, being not less than 48 hours before the time for holding the meeting. Alternatively proxy forms may also be lodged online at Link Market Services’ website in accordance with the instructions given there. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions provided on the website.

The proposed Chair of the meeting intends to vote undirected proxies in favour of each of the three resolutions.

By power of attorney: If an ordinary shareholder has appointed an attorney to attend and vote at the meeting, or if a proxy form is signed by an attorney, the power of attorney must likewise be received by Link Market Services Limited by post to Locked Bag A14 Sydney South NSW 1235, or by facsimile to Link on +61 2 9287 0309 by no later than 11.00am Sydney time on Monday 17 October 2016, being not less than 48 hours before the time for holding the meeting.

By corporate representative: A member who is a body corporate may appoint an individual as a representative to exercise the member’s voting rights at the Annual General Meeting pursuant to section 250D of the Corporations Act 2001 (Cth). Representatives will be required to present documentary evidence of their appointment on the day of the meeting.

Questions from Members

Members who are unable to attend the Annual General Meeting and would like to ask questions of the Board concerning matters to be considered at the Annual General Meeting, are invited to do so by completing the form included with this Notice.

Your questions are important to us and although we may not be able to reply to each question individually, we will respond to as many of the frequently asked questions as possible at the Annual General Meeting, or otherwise after the meeting.

Enquiries

For further information relating to the 2016 Annual General Meeting, please contact the Company Secretary