Probiotec : Notice of Annual General Meeting/Proxy Form

PROBIOTEC LIMITED

ACN 075 170 151

Notice of Annual General Meeting of the Company

to be held at:

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Notice of Annual General Meeting

NOTICE IS GIVEN that the Annual General Meeting ("AGM") of Shareholders of Probiotec Limited (the "Company") will be online via Zoom on Tuesday 27 October 2020 at 11.00 am (Melbourne time).

In light of current travel restrictions and the limitations on public gatherings in place at the date of this Notice, the board of directors of the Company ("Board") has decided that the AGM will be held entirely online, via Zoom. The Board encourages Shareholders to monitor the ASX and Company websites for updates (if any) after the issue of this Notice.

Zoom Meeting Details

The AGM will be webcast live via an online platform. To participate you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform to register to attend the AGM, you will need to provide your details (including SRN or HIN) to be verified as a shareholder.

To register for the meeting, please click the link below:

https://zoom.us/webinar/register/WN_san9dVXXSF-ZrWfNiIYPEQ

For further details and instructions, please see the online meeting guide at the rear of this document.

Ordinary Business

1. Financial Statements and Reports
   To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2020.
2. Resolution 1 - Adoption of Remuneration Report
   To consider and, if thought fit, pass the following non-binding ordinary resolution:
   "That the Remuneration Report for the year ended 30 June 2020 be adopted."
3. Resolution 2 - Re-election of Director - Alexander Beard
   To consider, and if thought fit, pass the following ordinary resolution:
   "That Mr Beard, who retires as a Director by rotation in accordance with clause 13.5 of the Constitution and ASX Listing Rule 14.4, and, in accordance with clause 13.6 of the Constitution, being eligible, offers himself for re-election, be re-elected as a Director of the
   Company."
4. Resolution 3 - Re-election of Director - Jonathan Wenig
   To consider, and if thought fit, pass the following ordinary resolution:
   "That Mr Wenig, in accordance with clause 13.9 of the Constitution and ASX Listing Rule 14.4, being eligible, offers himself for re-election, be re-elected as a Director of the
   Company."

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Special Business

5 Resolution 4 - Issue of Options to the Chief Executive Officer

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

"That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company under the Probiotec Executive Option Plan to issue 1,260,000 options to the Chief Executive Officer, Mr Wesley Stringer."

By order of the Board

Jared Stringer

Company Secretary

25 September 2020

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1. Defined Terms
   Capitalised terms used in this Notice have, unless otherwise defined, the same meanings as set out in the Glossary of Terms in the Explanatory Notes attached to this Notice.
2. Materials accompanying this Notice

The following materials accompany this Notice:

1. 1. the Financial Report, Directors' Report and Auditor's Report, including the Remuneration Report, if you have elected to receive a printed copy and have not withdrawn that election;
   2. the Explanatory Notes setting out details relevant to the business set out in this Notice;
   3. a Proxy Form; and
   4. a Virtual Meeting Guide
2. Voting and required majority - Corporations Act
3. 1. In accordance with section 249HA of the Corporations Act for Resolutions 1 to 4 to be effective:
   2. 1. not less than 28 days written notice specifying the intention to propose the resolutions has been given; and
      2. each resolution must be passed by more than 50% of all the votes cast by Shareholders entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).
   3. Subject to paragraph 4 below, on a poll, every Shareholder has one vote for each Share held.
4. Shareholders Eligible to Vote
   Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining their voting entitlements at the Meeting will be as it appears in the Company's register of Shareholders at 7.00pm (Melbourne time) on Sunday 25 October 2020 ("Effective Time").
5. Voting online at the virtual Meeting
   Given the restrictions imposed by the Australian and Victorian Governments in response to COVID-19, it will not be possible to attend the Meeting in person. Accordingly, the meeting will be held online via Zoom.
   When you register for the Meeting, you will be asked to provide your details (including SRN or HIN) to be verified as a shareholder or proxyholder (as applicable).
   All Resolutions considered at the Meeting will be decided by poll based on proxy votes received prior to the commencement of the Meeting and votes cast via an online poll during the Zoom Meeting.
   More information about how to use the Zoom platform (including how to vote online during the Meeting) is available in the Virtual Meeting Guide at the rear of this document and will be lodged with ASX. If you intend to attend the Meeting, including if you intend to vote online during the Meeting, please ensure that you register in advance. We also recommend that you test to see that the platform works on your device before the Meeting commences at 11.00 am.

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