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BIO-GENE TECHNOLOGY LTD Proxy Solicitation & Information Statement 2025

Jun 12, 2025

64521_rns_2025-06-12_c34d1d6c-b04c-4362-9f68-eb0d528a1cba.pdf

Proxy Solicitation & Information Statement

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All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: BGT

11 June 2025

Upcoming Extraordinary General Meeting of Shareholders

Dear Shareholder,

Bio-Gene Technology Limited ACN 071 735 950 (ASX: BGT or “the Company ”), advises Extraordinary General Meeting will be held virtually on Monday 14 July 2025 at 1500 AEST (Melbourne time 3pm) ( Meeting ).

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum ( Notice ) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company ( Shareholders ) from the Company’s website at bio-gene.com.au or the Company's ASX market announcements platform at www.asx.com.au (ASX: BGT).

In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.

Voting by Proxy

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsahby following the
scan the QR code instructions:
below using your 1.
Login to the Automic website using the holding details as shown on your holding statement.
smartphone 2.
Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding
statement.

For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services ( Automic ), at [email protected] or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Shareholder queries in relation to the Meeting

Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [email protected].

Copies of all Meeting related material including the Notice, are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.

Authorised for ASX release by the Company Secretary.

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Bio-Gene Technology Limited ABN 32 071 735 950

Notice of Extraordinary General Meeting

To be held virtually on Monday, 14 July 2025 at 3.00pm (Melbourne, Victoria, Australia time)

Page 1 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting ( Meeting or EGM ) of the shareholders of Bio-Gene Technology Limited ( Bio-Gene or the Company ) will be held as a virtual meeting via a live webinar on Monday, 14 July 2025 at 3.00pm (Melbourne, Victoria, Australia time) for the purpose of considering the business referred to in this Notice of Meeting.

The Explanatory Notes which accompany this Notice of Meeting are incorporated in, and form part of, this Notice of Meeting.

Resolution 1 – Approval of prior issue of shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the holders of ordinary shares in the Company approve the Company’s prior issue of 50,340,392 fully paid ordinary shares to the Tranche One Placement Investors (as defined in the Explanatory Notes) on 11 May 2025."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of the Tranche One Placement Investors or an Associate of the Tranche One Placement Investors.

However, the Company need not disregard a vote cast in favour of Resolution 1 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with the directions given to the proxy or attorney to vote on Resolution 1 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 1; and

  • the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2 – Approval to issue ordinary shares under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the holders of ordinary shares in the Company approve and authorise the Company to issue 19,570,478 fully paid ordinary shares in the Company at an issue price of $0.023 per share to the Tranche Two Placement Investors (as defined in the Explanatory Notes).”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

  • a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue shares (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 2 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with the directions given to the proxy or attorney to vote on Resolution 2 in that way; or

Page 2 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 2; and

  • the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 – Approval to issue options to certain participants in the Placement under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the holders of ordinary shares in the Company approve and authorise the Company to issue 34,955,435 of the 2028 Options (as defined in the Explanatory Notes) and 34,955,435 of the 2030 Options (as defined in the Explanatory Notes) for nil consideration to the Tranche One Placement Investors and the Tranche Two Placement Investors.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

  • the Tranche One Placement Investors and the Tranche Two Placement Investors and any other person who will obtain a material benefit as a result of the issue of the options (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 3 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 3; and

  • the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 – Approval to issue options to participants in the SPP under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the holders of ordinary shares in the Company approve and authorise the Company to issue 7,358,681 of the 2028 Options (as defined in the Explanatory Notes) and 7,358,681 of the 2030 Options (as defined in the Explanatory Notes) for nil consideration to the SPP Participants (as defined in the Explanatory Notes).”

Page 3 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

  • the SPP Participants and any other person who will obtain a material benefit as a result of the issue of the options (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 4 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and

  • the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 – Approval to issue options to the Lead Manager of the Placement under ASX Listing Rule 7.1

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the holders of ordinary shares in the Company approve and authorise the Company to issue 1,525,306 of the 2028 Options (as defined in the Explanatory Notes) and 1,525,306 of the 2030 Options (as defined in the Explanatory Notes) to Stralis Capital Partners Pty Ltd (ABN 42 681 589 515) or its nominee(s)."

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

  • Stralis Capital Partners Pty Ltd (ABN 42 681 589 515) and any other person who will obtain a material benefit as a result of the issue of the options (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 5 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 5; and

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Bio-Gene Technology Limited ABN 32 071 735 950

  • the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 – Approval to issue shares and options to a related party of Mr.

Alex Ding

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, section 195(4) of the Corporations Act 2001 and for all other purposes, that approval be given for the issue of 21,739,130 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and the issue of 10,869,565 of the 2028 Options and 10,869,565 of the 2030 Options for nil cash consideration, to Vana Belle Pty Ltd (ACN 611 245 142) (being an entity that is controlled by the spouse of Mr. Alex Ding).”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

  • Vana Belle Pty Ltd (ACN 611 245 142) and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 6 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with a direction given to the Chair to vote on Resolution 6 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 6; and

  • the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7 – Approval to issue shares and options to a related party of Mr.

Peter May

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, section 195(4) of the Corporations Act 2001 and for all other purposes, that approval be given for the issue of 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and the issue of 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration, to the May Superannuation Fund (ABN 38 606 632 513) (being an entity that is controlled by Mr. Peter May).”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

  • the May Superannuation Fund (ABN 38 606 632 513) (being an entity that is controlled by Mr. Peter May) and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 7 by:

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Bio-Gene Technology Limited ABN 32 071 735 950

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 7, in accordance with the directions given to the proxy or attorney to vote on Resolution 7 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 7, in accordance with a direction given to the Chair to vote on Resolution 7 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 7; and

  • the holder votes on Resolution 7 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8 – Approval to issue shares and options to a related party of Mr.

Andrew Guthrie

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, section 195(4) of the Corporations Act 2001 and for all other purposes, that approval be given for the issue of 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and the issue of 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration, to Anker SF Pty Ltd (ACN 635 477 342) as trustee for the Kerand Super Fund (being an entity that is controlled by Mr. Andrew Guthrie).”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

  • Anker SF Pty Ltd (ACN 635 477 342) as trustee for the Kerand Super Fund and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 8 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 8, in accordance with the directions given to the proxy or attorney to vote on Resolution 8 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 8, in accordance with a direction given to the Chair to vote on Resolution 8 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 8; and

  • the holder votes on Resolution 8 in accordance with directions given by the beneficiary to the holder to vote in that way.

Page 6 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Resolution 9 – Approval to issue shares and options to a related party of Mr.

Tim Grogan

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, section 195(4) of the Corporations Act 2001 and for all other purposes, that approval be given for the issue of 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and the issue of 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration, to Grogan Pty Ltd (ACN 131 880 996) as trustee for the Grogan Family Trust (being an entity that is controlled by Mr. Tim Grogan).”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

  • Grogan Pty Ltd (ACN 131 880 996) as trustee for the Grogan Family Trust and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company); or

  • an Associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of Resolution 9 by:

  • a person as proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance with the directions given to the proxy or attorney to vote on Resolution 9 in that way; or

  • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance with a direction given to the Chair to vote on Resolution 9 as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 9; and

  • the holder votes on Resolution 9 in accordance with directions given by the beneficiary to the holder to vote in that way.

Approved for release by the Board.

Edmond Tern Company Secretary

11 June 2025

Page 7 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Proxy and Voting Instructions

PROXY INSTRUCTIONS

Shareholders are encouraged to complete and return the proxy form that has been provided to them.

the Chair of the meeting as your proxy.

VOTING VIRTUALLY AT THE MEETING

Shareholders who wish to vote virtually on the day of the EGM will need to login to the Automic website (investor.automic.com.au) with their username and password.

Shareholders are advised that:

  • each shareholder who is entitled to attend and cast a vote at a meeting of the Company’s members has the right to appoint a proxy;

  • the proxy need not be a shareholder of the Company; and

  • a shareholder who is 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. If the shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy is appointed to exercise, each proxy may exercise half of that shareholder’s votes (noting that any fraction of votes will be disregarded).

The proxy form (and the power of attorney or other authority under which the proxy form is signed) must be lodged not less than 48 hours before the time for holding the Meeting, or adjourned meeting (as the case may be).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

Shareholders who do not have an account with Automic are encouraged to register for an account as soon as possible to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (investor.automic.com.au), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) to create an account with Automic.

To access the virtual meeting on the day Shareholders who have an account with Automic should take the following steps to attend and vote virtually on the day of the EGM:

  • Login to the Automic website (investor.automic.com.au) using your username and password.

  • After logging in a banner will display at the bottom of your screen to indicate that the EGM is open for registration. Click on “Register ” or alternatively click on “Meetings ” on the left-hand menu bar to access registration.

  • If registration for the virtual meeting is open, click on “ Register” and follow the steps.

  • Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

If you wish to indicate how your proxy should vote (or that they should abstain from voting), please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

If you sign the proxy form and do not appoint a proxy, you will have appointed

Page 8 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Voting virtually at the EGM

Shareholders who wish to vote on the day of the EGM can do so through the Automic Investor Portal. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” within the platform to be taken to the voting screen. Select your voting directions and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted. If you have been nominated as a third party proxy please contact Automic on 1300 288 664 (within Australia) or +612 9698 5414 (overseas) for information on how you may participate in the EGM.

as at 7.00 pm (Melbourne time) on Saturday 12 July 2025 are entitled to attend and vote at the Meeting. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

VOTING BY POLL

Voting on each resolution will be conducted by poll, rather than on a show of hands.

ORDINARY RESOLUTIONS

CORPORATE REPRESENTATIVES

Any corporation that is a shareholder of the Company and entitled to attend and vote at the Meeting, or that has been appointed as proxy of a shareholder entitled to attend and vote at the Meeting, may appoint a natural person to act as its representative at the Meeting. If the corporation is a company that has been incorporated under the laws of Australia, the appointment must comply with the requirements of section 250D of the Corporations Act 2001 . If the corporation is a company that has been incorporated under the laws of another country, the appointment must comply with the requirements of the laws of that company’s place of incorporation.

For an ordinary resolution to be passed, more than 50% of the votes validly cast on the resolution by shareholders must be in favour of the resolution. All of the resolutions to be considered at this EGM are ordinary resolutions.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

Subject to the restrictions set out in the relevant “voting exclusion statement”, the Chair of the meeting intends to vote undirected proxies on, and in favour of, all of the proposed resolutions.

VOTING ENTITLEMENT

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Directors have determined that, persons who are registered holders of shares in the Company

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Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

These Explanatory Notes have been prepared to provide shareholders with information about the business of the Meeting and each resolution.

Background to Resolutions 1 to 5 – equity securities issued or to be issued as

part of the Placement and SPP

On 5 May 2025, the Company announced that it had received commitments to raise gross proceeds of approximately $2.1 million by way of a placement of its ordinary shares (the Placement ) and that the shares that were to be issued under the Placement would take place in two tranches on the basis that the issue of shares under tranche one would utilise the entirety of the Company’s available placement capacity under ASX Listing Rules 7.1 and 7.1A.

Therefore, on 9 May 2025 the Company issued 50,340,392 fully paid ordinary shares as part of tranche one of the Placement (the Tranche One Placement Shares ) to existing shareholders in the Company and other sophisticated and professional investors identified by the Company (the Tranche One Placement Investors ) at an issue price of $0.023 per share to raise a total of $1,157,829 (before costs). As part of tranche two of the Placement, 19,570,478 fully paid ordinary shares ( Tranche Two Placement Shares ) are proposed to be issued to non-related parties of the Company who are existing shareholders in the Company and other sophisticated and professional investors identified by the Company (the Tranche Two Placement Investors ) at an issue price of $0.023 per share to raise a further $450,121 (before costs).

As part of the Company’s announcements regarding the proposed issue of ordinary shares under the Placement, the Company also announced that for every two shares that are issued under the Placement, the Placement participant would be issued with one 2028 Option (as defined in the Explanatory Notes) and one 2030 Option (as defined in the Explanatory Notes) for no further cash consideration.

Furthermore, the Company also announced that it would offer its eligible shareholders the opportunity to acquire up to $15,000 in fully paid ordinary shares in the Company (and free-attaching options) on the same terms as the Placement under a Share Purchase Plan ( SPP ). Following the close of the SPP, the Company announced that it had accepted applications for 14,717,362 fully paid ordinary shares at the issue price of 2.3 cents per share under the SPP. Therefore, eligible shareholders who successfully applied for shares under the SPP (the SPP Participants ) are expected to be granted 7,358,681 of the 2028 Options (as defined in the Explanatory Notes) and 7,358,681 of the 2030 Options (as defined in the Explanatory Notes).

The Lead Manager for the Placement was Stralis Capital Partners Pty Ltd (ABN 42 681 589 515) ( Stralis Capital ). As part consideration for their services, Stralis Capital or its nominee(s) are to be issued with 1,525,306 of the 2028 Options and 1,525,306 of the 2030 Options.

Resolution 1 – Approval of prior issue of shares

This resolution seeks approval from the holders of ordinary shares in the Company for the prior issue of the Tranche One Placement Shares on 9 May 2025 to the Tranche One Placement Investors.

Under ASX Listing Rule 7.1, the Company may in any 12-month rolling period issue up to 15% of its equity securities without prior shareholder approval (the 15% Placement Capacity ). In addition to its 15% Placement Capacity, the Company has obtained approval from the holders of its ordinary shares pursuant to ASX Listing Rule 7.1A at its 2024 Annual General Meeting to issue equity securities up to 10% of its issued share capital through placements over a 12-month period after the Company’s 2024 Annual General Meeting, without needing prior shareholder approval ( 10% Placement Capacity ). The Company issued the Tranche One Placement Shares pursuant to its (unused) entitlement under ASX Listing Rules 7.1 and 7.1A without prior shareholder approval.

ASX Listing Rule 7.4 permits a company to obtain approval and ratification from its holders of ordinary shares in relation to a share issue that has been made without prior shareholder approval. Resolution 1 seeks approval and ratification of the issue of Tranche One Placement Shares from its holders of ordinary shares. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future under ASX Listing Rule 7.1 without having to obtain shareholder approval. To this end, if the issue of the Tranche One Placement Shares is approved and ratified, the Tranche One Placement Shares will be treated as having been issued with shareholder approval under ASX Listing Rule 7.1 and the Company will have the capacity to issue its full 15% entitlement to issue shares without shareholder approval.

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Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

Information required under ASX Listing Rule 7.5

If shareholder approval is being sought under ASX Listing Rule 7.4, ASX Listing Rule 7.5 requires the following information to be provided to shareholders.

  • The names of the persons to whom the Company issued the securities or the basis on which those persons were identified or selected:

  • The persons who were issued shares were existing shareholders in the Company and other sophisticated and professional investors identified by the Company.

  • The number and class of securities which the Company issued: 50,340,392 fully paid ordinary shares.

  • The terms of the securities: The shares which were issued were fully paid ordinary shares ranking equally in all respects with all other fully paid ordinary shares then on issue in the Company.

  • The date on which the securities were issued: 50,340,392 shares were issued on 9 May 2025.

  • The price or other consideration which the Company has received or will receive for the issue: The shares were issued for $0.023 per share, resulting in a total consideration received of $1,157,829.

  • The purpose of the issue, including the use or intended use of the funds raised by the issue: The funds raised from the issue of the Tranche One Placement Shares are to be used to fund Flavocide regulatory studies, Qcide scale-up, product development, commercial partnering, strategic projects and general working capital.

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 1.

Resolution 2 – Approval to issue ordinary shares under ASX Listing Rule 7.1

This resolution seeks approval from the holders of ordinary shares in the Company for the issue of 19,570,478 fully paid ordinary shares to the Tranche Two Placement Investors.

Information required under ASX Listing Rule 7.3

If shareholder approval is being sought under ASX Listing Rule 7.1, ASX Listing Rule 7.3 requires the following information to be provided to shareholders.

  • The names of the persons to whom the Company will issue the securities or the basis on which those persons were or will be identified or selected:

  • The persons who are to be issued shares are existing shareholders in the Company and other sophisticated and professional investors identified by the Company.

  • The number and class of securities which the Company will issue: 19,570,478 fully paid ordinary shares.

  • The terms of the securities: The shares which are to be issued will be fully paid ordinary shares ranking equally in all respects with all other fully paid ordinary shares which are on issue in the Company.

  • The date on or by which the Company will issue the securities: 19,570,478 shares will be issued on a date which will be no later than 5 days after the date of this Meeting.

  • The price or other consideration which the Company will receive for the securities:

Page 11 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

The shares will be issued for $0.023 per share, resulting in a total consideration received of $450,121.

  • The purpose of the issue, including the intended use of the funds raised by the issue: The funds raised from the issue of the Tranche Two Placement Shares are to be used to fund Flavocide regulatory studies, Qcide scale-up, product development, commercial partnering, strategic projects and general working capital.

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 2.

Resolution 3: Approval to issue options to certain participants in the Placement under ASX Listing Rule 7.1

This resolution seeks approval from the holders of ordinary shares in the Company for the issue of 34,955,435 of the 2028 Options (exercise price of 3.4 cents per option, expiry date of 15 May 2028) and 34,955,435 of the 2030 Options (exercise price of 4.6 cents per option, expiry date of 15 May 2030) to the Tranche One Placement Investors and the Tranche Two Placement Investors.

Information required under ASX Listing Rule 7.3

If shareholder approval is being sought under ASX Listing Rule 7.1, ASX Listing Rule 7.3 requires the following information to be provided to shareholders.

  • The names of the persons to whom the Company will issue the securities or the basis on which those persons were or will be identified or selected:

  • The persons who are to be issued options are the Tranche One Placement Investors and the Tranche Two Placement Investors.

  • The number and class of securities which the Company will issue: 34,955,435 of the 2028 Options and 34,955,435 of the 2030 Options.

  • The terms of the securities: The 2028 Options have an exercise price of 3.4 cents per option and an expiry date of 15 May 2028 and the 2030 Options have an exercise price of 4.6 cents per option and an expiry date of 15 May 2030. The other material terms of the 2028 Options and the 2030 Options are set out in Annexure A to the Notice of Meeting.

  • The date on or by which the Company will issue the securities: 34,955,435 of the 2028 Options and 34,955,435 of the 2030 Options will be issued on a date which will be no later than 5 days after the date of this Meeting.

  • The price or other consideration which the Company will receive for the securities: All of the 2028 Options and the 2030 Options will be issued for no cash consideration.

  • The purpose of the issue, including the intended use of the funds raised by the issue: No funds will be raised from the issue of the 2028 Options and the 2030 Options. If any of the options to be issued are exercised, the Company will use funds raised from that exercise of options to progress development of commercialisation of Flavocide and Qcide and general working capital.

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 3.

Page 12 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

Resolution 4: Approval to issue options to participants in the SPP under ASX

Listing Rule 7.1

This resolution seeks approval from the holders of ordinary shares in the Company for the issue of 7,358,681 of the 2028 Options (exercise price of 3.4 cents per option, expiry date of 15 May 2028) and 7,358,681 of the 2030 Options (exercise price of 4.6 cents per option, expiry date of 15 May 2030) to the SPP Participants.

Information required under ASX Listing Rule 7.3

If shareholder approval is being sought under ASX Listing Rule 7.1, ASX Listing Rule 7.3 requires the following information to be provided to shareholders.

  • The names of the persons to whom the Company will issue the securities or the basis on which those persons were or will be identified or selected:

  • The persons who are to be issued options are the SPP Participants.

  • The number and class of securities which the Company will issue: 7,358,681 of the 2028 Options and 7,358,681 of the 2030 Options.

  • The terms of the securities: The 2028 Options have an exercise price of 3.4 cents per option and an expiry date of 15 May 2028 and the 2030 Options have an exercise price of 4.6 cents per option and an expiry date of 15 May 2030. The other material terms of the 2028 Options and the 2030 Options are set out in Annexure A to the Notice of Meeting.

  • The date on or by which the Company will issue the securities: 7,358,681 of the 2028 Options and 7,358,681 of the 2030 Options will be issued on a date which will be no later than 5 days after the date of this Meeting.

  • The price or other consideration which the Company will receive for the securities: All of the 2028 Options and the 2030 Options will be issued for no cash consideration.

  • The purpose of the issue, including the intended use of the funds raised by the issue: No funds will be raised from the issue of the 2028 Options and the 2030 Options. If any of the options to be issued are exercised, the Company will use funds raised from that exercise of options to progress development of commercialisation of Flavocide and Qcide and general working capital.

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 4.

Resolution 5 – Approval to Issue options to the Lead Manager of the Placement

under ASX Listing Rule 7.1

This resolution seeks approval from the holders of ordinary shares in the Company for the issue of 1,525,306 of the 2028 Options and 1,525,306 of the 2030 Options to Stralis Capital or its nominee(s).

Information required under ASX Listing Rule 7.3

If shareholder approval is being sought under ASX Listing Rule 7.1, ASX Listing Rule 7.3 requires the following information to be provided to shareholders.

  • The names of the persons to whom the Company will issue the securities or the basis on which those persons were or will be identified or selected:

  • The Lead Manager of the Placement, Stralis Capital, will be issued options.

  • The number and class of securities which the Company will issue: 1,525,306 of the 2028 Options and 1,525,306 of the 2030 Options.

Page 13 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

  • The terms of the securities:

  • The 2028 Options have an exercise price of 3.4 cents per option and an expiry date of 15 May 2028 and the 2030 Options have an exercise price of 4.6 cents per option and an expiry date of 15 May 2030. The other material terms of the 2028 Options and the 2030 Options are set out in Annexure A to the Notice of Meeting.

  • The date on or by which the Company will issue the securities: 1,525,306 of the 2028 Options and 1,525,306 of the 2030 Options will be issued on a date which will be no later than 5 days after the date of this Meeting.

  • The price or other consideration which the Company will receive for the securities: All of the 2028 Options and the 2030 Options will be issued to the Lead Manager for no cash consideration, with consideration provided by the Lead Manager being Placement services.

  • The purpose of the issue, including the intended use of the funds raised by the issue: No funds will be raised from the issue of the 2028 Options and the 2030 Options. If any of the options to be issued are exercised, the Company will use funds raised from that exercise of options to progress development of commercialisation of Flavocide and Qcide and general working capital.

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 5.

Resolutions 6 to 9: Approval to issue shares and options to Director related

parties

On 5 May 2025, the Company announced that it had received commitments to raise gross proceeds of approximately $2.1 million by way of a placement of its ordinary shares (the Placement ) and that the shares that were to be issued under the Placement would take place in two tranches. As part of tranche two of the Placement, shares are to be issued to Directors and their Associates, which necessitates approval by the Company’s shareholders at the EGM. Furthermore, as participants in the Placement are to be issued with one 2028 Option and one 2030 Option for every two shares that are issued to them under the Placement, the issue of options to Directors and their Associates also requires approval by the Company’s shareholders at the EGM.

Accordingly, Resolutions 6 to 9 seek approval from the Company’s ordinary shareholders for the issue of a total of 22,391,306 fully paid ordinary shares and 11,195,653 of the 2028 Options and 11,195,653 of the 2030 Options (together referred to as the Director Equity Securities ) to the Director related party entities named below (the Participating Director Related Entities ) as part of the information provided to shareholders for the purposes of ASX Listing Rule 10.13.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

  • (a) a related party (ASX Listing Rule 10.11.1).

  • (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the Company (ASX Listing Rule 10.11.2);

  • (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a Director to the Board pursuant to a relevant agreement which gives them a right or expectation to do so (ASX Listing Rule 10.11.3);

  • (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (ASX Listing Rule 10.11.4); or

  • (e) a person whose relationship with the Company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by the Company’s security holders (ASX Listing Rule 10.11.5),

Page 14 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

unless approval of the Company’s ordinary shareholders is first obtained.

The proposed issue of the Director Equity Securities to each of the Participating Director Related Entities pursuant to the Placement falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval from the holders of ordinary shares in the Company under ASX Listing Rule 10.11.

Accordingly, under Resolutions 6 to 9, the Company is seeking approval from the holders of ordinary shares in the Company, for the purposes of ASX Listing Rule 10.11 and for all other purposes, to allow the Participating Director Related Entities to be issued with a total of 22,391,306 fully paid ordinary shares and 11,195,653 of the 2028 Options and 11,195,653 of the 2030 Options as part of the Placement. The participation of the Participating Director Related Entities under the Placement will be on exactly the same terms as the Placement made to the unrelated parties.

If Resolutions 6 to 9 are passed, the Company will be able to proceed with the issue of the Director Equity Securities to the Participating Director Related Entities.

If Resolutions 6 to 9 are not approved, the Company will not be able to proceed with the issue of the Director Equity Securities to the Participating Director Related Entities.

Information required under ASX Listing Rule 10.13

The following further information is provided to shareholders for the purposes of ASX Listing Rule 10.13:

  • the name of the persons to whom the Director Equity Securities will be issued, the ASX Listing Rule category in which the person falls, and the number and class of securities to be issued to the persons, are as follows:

  • if Resolution 6 is passed, Vana Belle Pty Ltd (ACN 611 245 142) (being an entity that is controlled by the spouse of a Director (Mr. Alex Ding)), category being ASX Listing Rule 10.11.1) will be issued with 21,739,130 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and issued with 10,869,565 of the 2028 Options and 10,869,565 of the 2030 Options for nil cash consideration;

  • if Resolution 7 is passed, the May Superannuation Fund (ABN 38 606 632 513) (being an entity that is controlled by a Director (Mr. Peter May), category being ASX Listing Rule 10.11.1) will be issued with 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share and issued with 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration;

  • if Resolution 8 is passed, Anker SF Pty Ltd (ACN 635 477 342) as trustee for the Kerand Super Fund (being an entity that is controlled by a Director (Mr. Andrew Guthrie), category being ASX Listing Rule 10.11.1) will be issued with 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and issued with 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration;

  • if Resolution 9 is passed, Grogan Pty (ACN 131 880 996) as trustee for the Grogan Family Trust (being an entity that is controlled by a Director (Mr. Tim Grogan), category being ASX Listing Rule 10.11.1) will be issued with 217,392 fully paid ordinary shares in the Company at an issue price of $0.023 per share, and issued with 108,696 of the 2028 Options and 108,696 of the 2030 Options for nil cash consideration; and

  • the Director Equity Securities will be issued on a date which will be no later than 5 days after the date of this Meeting;

  • a total of $515,000 will be raised by the issue of the Director Equity Securities; and

  • the funds raised by the issue of the Director Equity Securities will be used to fund Flavocide regulatory studies, Qcide scale-up, product development, commercial partnering, strategic projects and general working capital.

If approval is given for the issue of the Director Equity Securities under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Section 195(4) of the Corporations Act 2001

Section 195(1) of the Corporations Act 2001 (Cth) (the Corporations Act ) prohibits a director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting from being present while the matter is being considered at the meeting or voting on the matter.

Page 15 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Explanatory Notes

If there is not a quorum of directors who are eligible to vote on a matter because of the operation of section 195(1) of the Corporations Act, one or more directors may call a general meeting and the general meeting may deal with the matter.

The Directors do not have a material personal interest in the issue of Director Equity Securities to the Participating Director Related Entities other than themselves. However, given that it is proposed that four of the five current Directors are issued ordinary shares and options pursuant to Resolutions 6 to 9, they may be considered to have a material personal interest in the outcome of those resolutions, in which case, the Directors would be unable to form a quorum.

Accordingly, the Board considers it prudent to exercise their right under section 195(4) of the Corporations Act and to put the matters the subject of Resolutions 6 to 9 to holders of ordinary shares in the Company to resolve.

Related Party Transactions Generally

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

  • (a) approval of the company’s members is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval; or

  • (b) the giving of the financial benefits falls within one of the exceptions set out in sections 210 to 216

  • of the Corporations Act.

For the purposes of Chapter 2E of the Corporations Act, the Participating Director Related Entities are all related parties of the Company. Each of Resolution 6 to Resolution 9 relate to the proposed issue of Director Equity Securities to a Participating Director Related Entity which constitutes financial benefits that would, but for the application of one of the exceptions set out in sections 210 to 216 of the Corporations Act, require approval of the Company’s members for the purposes of section 208 of the Corporations Act.

The Board considers that approval from the Company’s members pursuant to Chapter 2E of the Corporations Act is not required in respect of each of the Participating Director Related Entities’ participation in the Placement because the ordinary shares and options will be issued to the Participating Director Related Entities on the same terms as ordinary shares which have been issued to the other investors unrelated to the Company under the Placement and as such the giving of the financial benefit is on arm's length terms.

Board recommendation

Given the fact that four of the five current Directors have a material personal interest in the proposed issue of ordinary shares under Resolutions 6 to 9 (as the case may be), the Directors do not consider it appropriate to make a recommendation in relation to any of Resolutions 6 to 9.

Further information

The Directors recommend members read these Explanatory Notes in full and, if desired, seek advice from their own independent financial or legal adviser as to the effect of the proposed resolutions before making any decision in relation to the proposed resolutions.

Page 16 of 17

Bio-Gene Technology Limited ABN 32 071 735 950

Annexure A – Material Terms of the 2028 Options and the 2030 Options

The 2028 Options have an exercise price of 3.4 cents per option and an expiry date of 7.00pm (Melbourne, Australia time) on 15 May 2028 and the 2030 Options have an exercise price of 4.6 cents per option and an expiry date of 7.00pm (Melbourne, Australia time) on 15 May 2030. The other material terms of the 2028 Options and the 2030 Options are as follows:

(a) Entitlement

Subject to and conditional upon any adjustment in accordance with the option terms, each 2028 Option and each 2030 Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the option.

(b) Exercise Period The 2028 Options and each 2030 Options are exercisable at any time and from time to time on or prior to their relevant expiry date.

  • (c) No Quotation of the 2028 Options and the 2030 Options The Company will not apply for quotation on the financial market operated by ASX Limited (ACN 008 624 691) of either the 2028 Options or the 2030 Options.

  • (d) Transferability of the 2028 Options and the 2030 Options Each 2028 Option and each 2030 Option which has not been exercised is only transferable up until it expires and lapses.

(e) Notice of Exercise

The 2028 Options and the 2030 Options may be exercised by notice in writing to the Company and payment of the exercise price for each 2028 Option and each 2030 Option being exercised in Australian currency by electronic funds transfer subject to the following:

  • if a holder of 2028 Options wishes to exercise any 2028 Options, the holder of 2028 Options must either exercise all of the 2028 Options held by that holder (if the holder holds less than 30,000 of the 2028 Options) or exercise at least 30,000 of the 2028 Options; and

  • if a holder of 2030 Options wishes to exercise any 2030 Options, the holder of 2030 Options must either exercise all of the 2028 Options held by that holder (if the holder holds less than 30,000 of the 2030 Options) or exercise at least 30,000 of the 2030 Options.

(f) Participation in New Issues

The 2028 Options and the 2030 Options do not confer any right on the holder of option to participate in a new issue of securities without exercising the option.

  • (g) Adjustment for pro rata issue

In the event of a pro rata issue of Shares by the Company (except a bonus issue), the exercise price for the 2028 Options and the 2030 Options will not be adjusted in accordance with ASX Listing Rule 6.22.2.

(h) Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares, the number of Shares which must be issued on the exercise of each 2028 Option and each 2030 Option will be increased by the number of Shares which the holder of the option would have received if that holder of options had exercised the 2028 Option and the 2030 Option before the record date for the bonus issue.

(i) Adjustments for Reorganisation If the Company reorganises its capital, the rights of the holders of options (and the exercise price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital.

Page 17 of 17

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Bio-Gene Technology Limited | ABN 32 071 735 950

Your proxy voting instruction must be received by 3.00pm (AEST) on Saturday, 12 July 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
h If i ddiil P Vi F Ai Ri Si
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
[email protected]
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

BY EMAIL:

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

[email protected]

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of BioGene Technology Limited, to be held virtually at 3.00pm (AEST) on Monday, 14 July 2025 hereby:

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

To access the virtual meeting:

  1. Open your internet browser and go to investor.automic.com.au

  2. Login with your username and password or click “register” if you haven’t already created

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is an account. Shareholders are encouraged to entitled to vote. create an account prior to the start of the Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising meeting to ensure there is no delay in the Chair to vote in accordance with the Chair’s voting intention. attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

Resolutions Resolutions For Against
Abstain
Against
Abstain
1 Approval of prior issue of shares
2 Approval to issue ordinary shares under ASX Listing Rule 7.1
3 Approval to issue options to certain participants in the Placement under ASX Listing Rule 7.1
4 Approval to issue options to participants in the SPP under ASX Listing Rule 7.1
5 Approval to issue options to the Lead Manager of the Placement under ASX Listing Rule 7.1
6 Approval to issue shares and options to a related party of Mr. Alex Ding
7 Approval to issue shares and options to a related party of Mr. Peter May
8 Approval to issue shares and options to a related party of Mr. Andrew Guthrie
9 Approval to issue shares and options to a related party of Mr. Tim Grogan
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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