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Fitgenes Limited. Healthy Living: Healthy AgeingTM. Level 6/360 Queen Street, Brisbane QLD 4000 | 1300 348 436 37 | www.fitgenes.com

It’s your health.

18 August 2014

Dear ,

FITGENES IS SEEKING YOUR SUPPORT FOR SUCCESSFUL RESUMPTION OF TRADING ON THE ASX

Since the Annual General Meeting in April, your board has been working to secure mezzanine funding and to produce a prospectus to complete the acquisition of Fitgenes Australia and re-comply with the ASX Listing Rules so that your shares become tradable once again.

Since the AGM, we have:

closed a funding round of $1.6m, including $1m from Perth-based fund, Yuuwa Capital;

opened the first Fitgenes clinic in Perth to positive acclaim and trading outcomes, see www.clinics.fitgenes.com.au; and

released our prospectus and opened the offer on 4th August (enclosed) which is also available for download via: www.fitgenes.com.

WHAT IS REQUIRED TO RECOMMENCE SHARE TRADING ON THE ASX?

In order for the Company to resume trading on the ASX under the prospectus offer, we are seeking:

at least 400 shareholders on the share register, who hold at least $2,000 worth of shares each (a ‘marketable parcel’); and

to raise a minimum of $3,000,000. The funds raised through this prospectus offer will be used to expand our network of clinics, distributors and certified practitioners, our service offering, research and development and acquisitions.

THE OPPORTUNITY

The global personal healthcare market is booming as people strive to adopt and implement preventative health measures (rather than cure) and health professionals are looking for better ways to deliver preventative treatment programs to their clients.

Fitgenes uses analysis of a patient’s DNA to create targeted programs, which combine nutrition, exercise and lifestyle choices to help clients achieve their health goals.

The Fitgenes business is gaining excellent traction with patients – as we support, coach and empower our patients to improve their health outcomes, our client retention and the goodwill we’re developing from our Fitgenes programs has been exceptional, and as a result, early revenues from the Fitgenes business have shown consistent growth.

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Fitgenes Limited. Healthy Living: Healthy AgeingTM. Level 6/360 Queen Street, Brisbane QLD 4000 | 1300 348 436 37 | www.fitgenes.com

It’s your health.

HOW YOU CAN SUPPORT THE CAPITAL RAISING

As an existing shareholder, I encourage you to consider supporting the capital raising. You can maintain and boost your stake in the Company by applying for a minimum value of $2,000 of shares at $0.30 per share (as your current shareholding may have been reduced to a value of less than $2,000 worth of shares (an ‘unmarketable parcel’) following the Company’s consolidation and reorganisation.

PARTICIPATING IN THIS OFFER

To participate and join us in the latest and most exciting chapter in the Fitgenes story, please complete and lodge the Application Form that accompanies the enclosed Prospectus, together with your payment by 5pm on September 30.

NEW SHAREHOLDERS

Additionally, Fitgenes is eager to welcome new shareholders to the Company and encourages existing shareholders to share this opportunity with friends, family and business associates. Please refer your contacts to www.fitgenes.com if they would like a copy of the Fitgenes prospectus for consideration.

EXTRAORDINARY GENERAL MEETING (EGM)

To be held at 11.30 am (WST) on 17 September 2014 BDO Australia, 38 Station Street, Subiaco WA 6008

On 17 September 2014, we will be holding an EGM, at which shareholders of Fitgenes Limited will vote to approve the acquisition of Gordiantec (see Section 10 of the enclosed Prospectus) among other resolutions.

Full details of the EGM are set out in the enclosed Notice of Meeting but I would encourage any shareholders who are able to attend the Perth-based meeting to do so, in order to meet your directors and receive an update on the Fitgenes business.

INVESTOR INFORMATION SESSION

To be held at 12.15 am (WST) 17 September 2014 BDO Australia, 38 Station Street, Subiaco WA 6008

Immediately following the EGM, you and your friends and family are invited to an investor information session and presentation, including a light lunch, so that we can provide you with an overview of the Fitgenes business and the capital raising, followed by question and answer time with the Fitgenes directors.

Please RSVP by 10 September to attend this session by emailing: [email protected] or phoning Robert on +61 416 190 273.

Further information sessions are currently being scheduled and will be notified via www.fitgenes.com.

In closing, your Board thanks you for your ongoing support of Fitgenes and looks forward to meeting you at the forthcoming shareholder meeting and information session.

Yours sincerely

Dr Carrie Hillyard Chairman Enc.

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30785767v1 | Notice of extraordinary general meeting

Notice of extraordinary general meeting Fitgenes Limited ACN 100 531 191

Notice is given that the extraordinary general meeting of Fitgenes Limited ACN 100 531 191 (Company) will be held at: Location BDO Australia, 38 Station Street, Subiaco WA 6008

Date Wednesday 17 September 2014

Time 11.30 AM WST

Special business

1 – Approval for issue of 4,166,667 ordinary shares to the Gordiantec Vendors

Resolution 1A

To consider and, if in favour, pass the following resolution as an ordinary resolution:

‘That, for the purposes of ASX Listing Rule 7.1 and in order for the Company to comply with the undertaking given by it to the ASX that it will not issue further securities until 27 December 2014 without shareholder approval (Undertaking), approval be given for the issue of 2,621,210 ordinary shares to Yuuwa Capital LP on the terms set out the Explanatory Memorandum.’

Note: A detailed summary of the proposed terms of the issue is contained in the Explanatory Memorandum.

Resolution 1B


‘That for the purposes of ASX Listing Rule 7.1 and in order for the Company to comply with the Undertaking, approval be given for the issue of 901,519 ordinary shares to Riverglade Nominees Pty Ltd (ACN 113 289 213) on the terms set out in the Explanatory Memorandum.’


Resolution 1C


‘That, for the purposes of ASX Listing Rule 7.1 and in order for the Company to comply with the Undertaking, approval be given for the issue of 214,646 ordinary shares to Cao Nguyen on the terms set out in the Explanatory Memorandum.’


Resolution 1D


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30785767v1 | Notice of extraordinary general meeting 2

‘That, for the purposes of ASX Listing Rule 7.1 and in order for the Company to comply with the Undertaking, approval be given for the issue of 214,646 ordinary shares to Munish Mehta on the terms set out in the Explanatory Memorandum.’


Resolution 1E


‘That, for the purposes of ASX Listing Rule 7.1 and in order for the Company to comply with the Undertaking, approval be given for the issue of 214,646 ordinary shares to Ramesh Ram on the terms set out in the Explanatory Memorandum.


2 – Approval for issue of ordinary shares to Directors in lieu of payment for services

Resolution 2A


‘That, pursuant to ASX Listing Rule 10.11, approval be given for the issue of up to 183,333 ordinary shares to Dr Carrie Hillyard (or a related party of Dr Carrie Hillyard), in lieu of payment of her services in the manner contemplated in the Explanatory Memorandum.’

Note: A detailed summary of the proposed terms of the issue is contained in the Explanatory Memorandum. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Resolution 2B


‘That, pursuant to ASX Listing Rule 10.11, approval be given for the issue of up to 333,333 ordinary shares to Robert Mair (or a related party of Robert Mair), in lieu of payment of his services in the manner contemplated in the Explanatory Memorandum.’


Resolution 2C


‘That, pursuant to ASX Listing Rule 10.11, approval be given for the issue of up to 333,333 ordinary shares to Conrad Crisafulli (or a related party of Conrad Crisafulli), in lieu of payment of his services in the manner contemplated in the Explanatory Memorandum.’


Resolution 2D


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‘That, pursuant to ASX Listing Rule 10.11, approval be given for the issue of up to 100,000 ordinary shares to Dr John Hurrell (or a related party of John Hurrell), in lieu of payment of his services in the manner contemplated in the Explanatory Memorandum.’


Dated 12 August 2014

By order of the board

Ian Gregory Company secretary

Notes

(a) A shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

(b) The proxy need not be a shareholder of the Company. 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.

(c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.

(d) KMP (or their closely related parties) (as defined in the Corporations Act) appointed as a proxy must not vote on a resolution connected directly or indirectly with the remuneration of KMP if the proxy is undirected unless:

(i) the proxy is the person chairing the meeting; and

(ii) the proxy appointment expressly authorises the person chairing the meeting to vote undirected proxies on that resolution.

(e) If the proxy form specifies the way the proxy is to vote on a particular resolution the proxy need not vote on a show of hands but if the proxy does so, it must vote as specified in the proxy form.

(f) If the proxy has two or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands.

(g) If the proxy is the chair of the meeting, the proxy must vote on a poll or must vote the way specified in the proxy form.

(h) If the proxy is not the chair of the meeting the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as specified in the proxy form.

(i) If the proxy form specifies the way the proxy is to vote on a particular resolution and the proxy is not the chair of the meeting and a poll is demanded and either:

(j) the proxy is not recorded as attending; or

(i) the proxy does not vote,

(ii) the chair of the meeting is deemed the proxy for that resolution.

(k) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

(l) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of shareholders as at 5.00 pm WST on 15 September 2014.

(m) If you have any queries on how to cast your votes call Robert Mair on +61 416 190 273 during business hours. For

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Voting restrictions

Under ASX Listing Rule 14.11, the Company will disregard any votes cast: Resolution 2A – Issue of securities to Dr Carrie Hillyard

The Company will disregard any votes cast on this Resolution by Dr Carrie Hillyard or any nominee and Associate of Dr Carrie Hillyard

Resolution 2B – Issue of securities to Robert Mair

The Company will disregard any votes cast on this Resolution by Robert Mair or any nominee and Associate of Robert Mair

Resolution 2C – Issue of securities to Conrad Crisafulli

The Company will disregard any votes cast on this Resolution by Conrad Crisafulli or any nominee and Associate of Conrad Crisafulli

Resolution 2D – Issue of securities to Dr John Hurrell

The Company will disregard any votes cast on this Resolution by Dr John Hurrell or any nominee and Associate of Dr John Hurrell

However, the Company need not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, under the directions on the proxy voting form; or

(b) the person chairing the meeting as proxy for a person who is entitled to vote, under a direction on the proxy form to vote as the proxy decides.

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30785767v1 | Explanatory memorandum

Explanatory memorandum Fitgenes Limited ACN 100 531 191

Definition

For the purposes of this Explanatory Memorandum, the following term shall have the meaning given below: Associate means:

(a) where the related party is a body corporate, any person who is a director or secretary of that body corporate;

(b) a related body corporate of the person or a director or secretary of a related body corporate;

(c) any person with whom a party has an agreement, arrangement or understanding whether or not formal, in writing or enforceable: (i) because of which one of those persons has or will

have power to exercise control or substantially influence the exercise of voting power attached to securities for the purpose of controlling or influencing the composition of the board or the conduct of its affairs;

(ii) under which one of those persons will or may acquire or be required by the other to acquire securities in which the other has a relevant interest;

(iv) under which one of those persons may be required to dispose of securities at the other’s discretion; or

(v) is acting in concert with the party or proposing to become associated with them.

Special business

Resolutions 1A, 1B, 1C, 1D and 1E - Issue of 4,166,667 ordinary shares to the Gordiantec Vendors

Background

1 Prior to April 2011 the Company was involved in the energy medicine and complementary health and wellness products business. In April 2011 the Company sold its main undertaking, following this the ASX informed the Company that if the Company identified investment opportunities that would result in a change to the nature or scale of the Company’s activities, shareholder approval for the acquisition or investment would be required under ASX Listing Rule 11.1 and that ASX may require the Company to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules, as though it was applying to be listed on ASX for the first time, during which time the Company’s securities may be suspended from quotation.

2 Following April 2011 the directors undertook a strategic review of numerous potential acquisitions and after undertaking due diligence on Fitgenes Australia Pty Ltd ACN 139 521 010 (Fitgenes Australia), the Company entered into an agreement with the Fitgenes Australia shareholders

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30785767v1 | Explanatory memorandum 2

(Fitgenes Vendors) for the purchase of the Fitgenes Australia in December 2011 (Fitgenes Australia Transaction).

3 The ASX informed the Company that it would have to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules as the acquisition of Fitgenes Australia constituted a change to the nature or scale of the Company’s activities. The Company was suspended from official quotation on the ASX on 11 October 2011.

4 The Fitgenes Australia Transaction and the change of the name of the Company from ATW Holdings to Fitgenes Limited was approved by shareholders on 7 April 2014. The Fitgenes Transaction is subject to the condition that the Company successfully re-complies with the Chapters 1 and 2 of the ASX Listing Rules by 31 December 2014 (Re-compliance).

5 On 1 August 2014 the Company released a prospectus (Prospectus) inviting applicants to apply for up to 12,000,000 shares at an issue price of $0.30 per share in order to raise a maximum amount of up to $3,600,000 and a minimum of $3,000,000 (Offer). The funds raised from the Offer will be used to assist the Company to meet the requirements of the ASX for the Re-compliance and for the other purposes outlined in section 3.4 of the Prospectus. Further details of the Offer, including offer timetable, use of Offer capital and capital structure following the Offer are set out in Annexure A of this explanatory memorandum.

6 At the completion of the Fitgenes Australia Transaction the Company’s main activity will be providing healthcare and wellness services centred on exercise, nutrition and lifestyle interventions which are personalised for each individual based on the interplay between an individual’s genetics, medical and nutritional profile, lifestyle and health and wellness goals. This is primarily undertaken by the utilisation of the cloud-based Pracwaretm technology in both Fitgenes’ branded clinics and through certified practitioners which have been trained to use the technology and pay licence fees for its use. A full overview of Fitgenes’ highly-scalable business model is provided in section 5.3 of the Prospectus.

Gordiantec Transaction

7 Since entering into the agreement to purchase Fitgenes Australia the directors have also investigated other strategic opportunities which would complement its new main activity. This includes the acquisition of Gordiantec Pty Ltd ACN 152 871 853 (Gordiantec).

8 Gordiantec is not currently a revenue generating entity but its acquisition will give Fitgenes access to research and algorithms to sub-type patients with a diseases (that is, identify those at higher risk of certain outcomes, for example complications of diabetes). Fitgenes intends to integrate this into its Pracwaretm system to support clinical trial to validate different nutrigenomic programs and interventions appropriate for patient sub-types. This rigorous approach will ensure that Fitgenes’ approach remains at the forefront and applies as a part of the validated treatment protocol.

9 The Company, Gordiantec, Yuuwa Capital LP and Fitgenes Australia entered into a deed of agreement on 26 June 2014 in which the Gordiantec Vendors1 agreed to sell 100 percent of the share capital in Gordiantec to the Company in exchange for 4,166,667 shares in the Company, subject to the successful Re-compliance, as set out in section 9.2.1 of the Prospectus (Gordiantec Transaction). Elizabeth McCall who is currently a director of Gordiantec will become a director of the Company following the completion of the transaction as disclosed in the Prospectus.

1 The Gordiantec Vendors comprise Yuuwa Capital LP, Riverglade Nominees Pty Ltd (ACN 113 289 213), Cao Nguyen, Munish Mehta and Ramesh Ram

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10 The Directors consider the acquisition of Gordiantec will contribute to the continued expansion of the Company following the Re-compliance.

Financial impact of the Gordiantec Transaction and Fitgenes Australia Transaction

Historical financial position

11 Following the sale of its main undertaking, the Company’s shares have been suspended from Official Quotation since 11 October 2011 and will not be reinstated until ASX approves the Company’s Re-compliance. On 14 December 2011, the Company entered into an agreement with the Fitgenes Vendors to acquire all of the issued share capital of Fitgenes Australia to address various matters, including those relating to the Re-compliance.

12 The Company has prepared a pro forma statement of financial position to illustrate the impact of both the Fitgenes Australia Transaction and Gordiantec Transaction. The pro forma financial statement has been prepared to illustrate the financial position of the Company following certain transactions that have taken place since 31 December 2013, the completion of the offer and expenditure of the funds.

13 The successful completion of the acquisition will result in Fitgenes Vendors exchanging their Fitgenes Australia shares for 14,762,970 Shares in the Company and Fitgenes Australia becoming a wholly-owned subsidiary of the Company. With the exception of the Re-compliance, all conditions to the Fitgenes Transaction are otherwise satisfied. Accordingly, the Company’s historical earnings prior to 31 December 2013 are not considered relevant to potential investors.

14 Set out below is the actual reviewed historical statement of comprehensive income for the six months ended 31 December 2013.

*The statement of comprehensive income for the six months ended 31 December 2013 has been extracted from the Company’s half year audited accounts for that period lodged with ASX on 15 May 2013. ^The statement of comprehensive income for the six months ended 31 December 2013 has been extracted from Fitgenes Australia’s half year reviewed accounts for the period ended 31 December 2013 and the statements of comprehensive income for the financial years ended 30 June 2013 and 30 June 2012 have been extracted from Fitgenes Australia’s full year audited accounts for those financial years.

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*Fitgenes Australia consistently invests in R&D to expand its service offerings and respond to new genomics findings that may translate to a higher probability of patients achieving their desired outcomes. This ongoing R&D investment enhances Fitgenes’ commercially valuable IP and has allowed Fitgenes Australia to translate the use of genomics into clinical practice throughout Australia and internationally and cleared the way for Company owned clinics to capture the revenue multiplier of delivering Fitgenes services directly to patients and clients.

Pro forma financial statement

15 The actual reviewed statement of financial position as at 31 December 2013 has been prepared on the basis of the successful completion of the Offer and the expenditure of funds noted in the Prospectus. The actual reviewed statement of financial position as at 31 December 2013 has been based on the Company’s half year accounts for the period ended 31 December 2013 lodged with ASX on 15 May 2014. The pro forma statement of financial position as at 31 December 2013 has been prepared on the basis of the successful completion of the Offer, the Fitgenes Australia Transaction and the Gordiantec Transaction.

16 The pro forma statement of financial position is intended to be illustrative only and will not reflect the actual position and balances as at the date of this Prospectus or at the conclusion of the issue of Shares under the Transactions.

17 The key assumptions to the pro forma financials are set out in Annexure B of this explanatory memorandum. Sections 7.4 and 7.5 of the Prospectus sets out the accompanying notes to the

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pro forma financial statement, which should be read in conjunction with the pro forma financials in this explanatory memorandum.

The issue of securities

18 The Company seeks approval to issue 4,166,667 ordinary shares to the Gordiantec Vendors under the terms of a binding heads of agreement entered on 26 June 2014 as set out below:

Resolution Gordiantec

Vendor name Shares to be issued

Number of Shares to be held in escrow for a period of [12] months following Re-compliance

Gordiantec shares to be received by the Company

Resolution 1A Yuuwa Capital LP 2,621,210 1,954,444 500,000 A shares

Resolution 1B Riverglade Nominees Pty Ltd (ACN 113 289 213)

901,519 901,519 350,001 ordinary shares

Resolution 1C Cao Nguyen 214,646 214,646 83,333 ordinary shares

Resolution 1D Munish Mehta 214,646 214,646 83,333 ordinary shares

Resolution 1E Ramesh Ram 214,646 214,646 83,333 ordinary shares

19 The ordinary shares to be issued by the Company will rank equally with all other ordinary shares and have been calculated on approximately a 1-for-3.33 scrip-for-scrip acquisition of Gordiantec, provided that approximately twice the number of ordinary shares in the Company are to be issued in exchanged for the A shares in Gordiantec, held by Yuuwa Capital LP, compared with the ordinary shares held by the other Gordiantec Vendors.

20 Based on the relationship between the Gordiantec Vendors and the Company, those shares issued to the Gordiantec Vendors set out in column 4 of the table above will be classified as restricted securities for the purposes of the ASX Listing Rules. The holder of restricted securities must be not dispose of the restricted securities, create, or agree or offer to create any security interest in the restricted securities, or do or omit to do any act, if the act or omission would have the effect of transferring effective ownership or control of the restricted securities or participate in return of capital made by the Company, during the escrow period.

21 In the case of the Gordiantec Vendors the escrow period is a period of 12 months from the date of issue (as set out in the table above). The Company will enter into a restricted securities agreement with each of the Gordiantec Vendors regarding these restrictions prior to issue of the shares.

22 For completeness, Elizabeth McCall – who will become a director of the Company as set out above - is a director of Yuuwa Capital Management Pty Ltd, which is a general partner of the management group which manages the Yuuwa Capital LP fund. If the fund overall is successful, there is a management carry based at a percentage of the final profit of Yuuwa Capital LP of which Ms McCall is entitled to a proportion. Ms McCall does not have any ownership interest in the fund, nor has the capacity to determine the decisions or the financial and operating policies

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of the fund. Yuuwa Capital LP will hold 7,065,657 shares (which includes 4,444,444 shares to be issued to Yuuwa on conversion of the Notes as announced via the ASX on 26 June 2014 and 2,261,312 shares to be issued to Yuuwa on completion of the Gordiantec acquisition as contemplated under Resolutions 1A, 1B, 1C, 1D and 1E).

Why is shareholder approval required

23 Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of the securities at the commencement of that 12 month period.

24 The allotment and issue of securities detailed in resolutions 1A, 1B, 1C, 1D and 1E cumulatively do not exceed the 15% threshold. However, in order to preserve the Company’s 15% capacity for the next 12 months, the Company is seeking approval under ASX Listing Rule 7.1 to issue the of 4,166,667 ordinary shares to the Gordiantec Vendors on the terms set out above.

25 Further, due to an historic breach of ASX Listing Rule 7.1, and as disclosed via ASX on 3 February 2014, the Company gave an undertaking to ASX not to issue any securities in the Company until 27 December 2014 without prior shareholder approval unless an exception in ASX Listing Rule 7.2 applied to such issue (Undertaking). Therefore, the Company is also seeking Shareholder approval to issue the 4,166,667 ordinary shares to the Gordiantec Vendors in order comply with the Undertaking.

What happens if the shareholders do not approve the resolutions?

26 The Directors intend to proceed with the acquisition of Gordiantec. In the absence of shareholder approval for each of resolutions 1A, 1B, 1C, 1D and 1E, the Company will proceed to complete the transaction and issue the shares to the Gordiantec Vendors on 29 December 2014, being the first business day after the Undertaking will have ceased to apply and the Company will have the benefit of the 15% placement capacity under ASX Listing Rule 7.1.

27 The Directors recommend that you approve the issue of shares to the Gordiantec Vendors and vote for resolutions 1A, 1B, 1C, 1D and 1E.

Resolutions – 2A, 2B, 2C and 2D - Approval of issue of ordinary shares to directors in lieu of payment for services

Shareholder approval required under ASX Listing Rules

28 In order to preserve cash within the Company, Dr Carrie Hillyard, Robert Mair, Conrad Crisafulli and Dr John Hurrell have, subject to shareholder approval, agreed to accept fully paid shares in the Company to be issued to themselves or nominee in lieu of cash for monies owing for director’s fees. The unpaid director fees are fees accrued in the ordinary course of business under the terms of each director’s respective agreement with the Company in accordance with the constitution of the Company and which, in aggregate for all director’s fees, is less than the latest determination of an aggregate remuneration of $150,000 per year approved by the shareholders at the annual general meeting held on 30 November 2004 (and as disclosed in the annual report of the Company for the financial year ended 30 June 2013).

29 A component of the shares proposed to be issued to Robert Mair is based on the repayment of a loan of $23,000 made by Mr Mair to the Company to enable the Company to register Fitgenes Perth Pty Ltd and fund its initial working capital requirements. Repaying the loan by way of the issue of fully paid shares, rather than in cash, will enable the Company to preserve its cash reserves.

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30 The number of ordinary fully paid shares to be allotted to directors has been calculated by dividing the amount of fees (and loan, in the case of Mr Mair) otherwise payable to each director in cash by the offer price under the Prospectus of 30 cents per share.

31 Under the ASX Listing Rules, any issue of shares to directors and/or related parties, requires shareholder approval. All of the shares to be issued to directors under resolutions 2A, 2B, 2C and 2D will be classified as restricted securities for the purposes of the ASX Listing Rules. Restricted securities are subject to the restrictions outlined above at paragraph 20 during the escrow period. The escrow period for the shares issued to the directors is 24 months following Re-compliance.

Information required

32 The following information is given under ASX Listing Rule 10.13 on the securities that are proposed to be issued:

Resolution 2A

Related party Dr Carrie Hillyard

Maximum number of securities to be issued

183,333 ordinary shares

Date the Company committed to issue the securities

Within one month of the date of this meeting or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules.

Date the Company will issue the securities

On the date of the official re-quotation of the shares in the Company, following the successful re-compliance listing.

Nature of relationship to Company Director

Issue price of the securities $0.30 per ordinary share in lieu of payment of $55,000 for services provided under Dr Hillyard’s directorship agreement.

Terms of issue The shares to be issued will be ordinary fully paid shares ranking pari passu with all existing ordinary shares on issue and shares to be issued under the Prospectus. The quantity of shares issued will not exceed the amount provided above.

Intended use of funds The shares are being issued in lieu of fees otherwise payable in cash so no funds will be raised from the issue.

Restrictions All 183,333 shares will be restricted securities for a period of 24 months following Re-compliance. Dr Hillyard and the Company will enter into agreement regarding the shares prior to the shares being issued.

33 If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

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What majority of votes is required

34 A simple majority of shareholders is required to pass the resolution.

Who can vote on this resolution

35 All shareholders can vote other than Dr Carrie Hillyard and her Associates.

36 The directors, other than Dr Carrie Hillyard, recommend you vote for this resolution. Because of her interest in the outcome, Dr Carrie Hillyard does not make a recommendation on this resolution.

Resolution 2B

Related party Robert Mair







Relationship to Company Director

Issue price of the securities $0.30 per ordinary share in lieu of payment of $77,000 for services provided under Mr Mair’s directorship agreement and repayment of a loan of $23,000 made by Robert Mair to the Company for the registration of Fitgenes Perth Pty Ltd and the establishment of the clinic in Perth.


Intended use of funds The shares are being issued in lieu of fees and repayment of a loan otherwise payable in cash so no funds will be raised from the issue.

Restrictions All 333,333 shares will be restricted securities for a period of 24 months following Re-compliance. Mr Mair and the Company will enter into agreement regarding the above restrictions prior to the shares being issued.


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39 All shareholders can vote other than Robert Mair and his Associates.

40 The directors, other than Robert Mair, recommend you vote for this resolution. Because of his interest in the outcome, Robert Mair does not make a recommendation on this resolution.

Resolution 2C

Related party Conrad Crisafulli








Issue price of the securities $0.30 per ordinary share in lieu of payment of $100,000 for services provided under Mr Crisafulli’s directorship agreement.


Intended use of funds The shares are being issued in lieu of fees otherwise payable in cash so no funds will be raised from the issue.

Restrictions All 333,333 shares will be restricted securities for a period of 24 months following Re-compliance. Mr Crisafulli and the Company will enter into agreement regarding the above restrictions prior to the shares being issued.




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43 All shareholders can vote other than Conrad Crisafulli and his Associates.

44 The directors, other than Conrad Crisafulli, recommend you vote for this resolution. Because of his interest in the outcome, Conrad Crisafulli does not make a recommendation on this resolution.

Resolution 2D

Related party Dr John Hurrell








Issue price of the securities $0.30 per ordinary share in lieu of payment of $30,000 for services provided under Dr Hurrell’s directorship agreement


Intended use of funds The shares are being issued in lieu of fees otherwise payable in cash so no funds will be raised from the issue

Restrictions All 100,000 shares will be restricted securities for a period of 24 months following Re-compliance. Dr Hurrell and the Company will enter into agreement regarding the above restrictions prior to the shares being issued.





47 All shareholders can vote other than Dr John Hurrell and his Associates.

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48 The directors, other than Dr John Hurrell, recommend you vote for this resolution. Because of his interest in the outcome, Dr John Hurrell does not make a recommendation on this resolution.

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Annexure A

Offer details

Offer timetable

Note: the above dates are indicative only and may change without notice. Fitgenes, in consultation with the BlueMount Capital (Qld) Pty Ltd (Lead Manager), reserves the right to vary the times and dates of the Offer including to close the Offer early, extend the Offer or to accept late applications, either generally or in particular cases, without notification. Applications received under the Offer are irrevocable and may not be varied or withdrawn except as required by law.

Use of Offer capital

Note: on completion of the Offer, the Company will have sufficient working capital to achieve its stated objectives. The use of funds set out above is a statement of current intentions as at 1 August 2014. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The board reserves the right to alter the way funds are applied. In addition, to capitalise on other opportunities that may arise, depending on the success of its current activities, the Company may require debt or further equity fundraisings.

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Capital structure The capital structure of the Company assuming full subscription and completion of the Offer is summarised in the table below:

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Annexure B Assumptions to pro forma financial statement

Assumptions and pro forma transactions

1 The pro forma statement of financial position has been based on the Company’s statement of financial position as at 31 December 2013 adjusted for the following events and transactions and on the assumption that they had occurred as at 31 December 2013:

(a) the Company completing the acquisition of 100% of the issued capital of Fitgenes Australia. Consideration payable by the Company in relation to the acquisition of Fitgenes Australia consists of the issue of 14,762,970 Shares;

(b) the Company paying a completion fee in respect of the acquisition of Fitgenes Australia of $180,000;

(c) the Company completing the acquisition of 100% of the issued capital of Gordiantec. Consideration payable by the Company in relation to the acquisition of Gordiantec consists of the issue of 4,166,667 Shares;

(d) the issue of 2,500,000 unlisted Options to Directors. The Options have an exercise price of $0.33 per Option and a term of five years from the date of issue. The fair value of these Options on the date of issue has been assessed by the Company to be $557,500;

(e) The issue of $1,579,000 in Notes. The subscription for these Notes comprised:

(i) $1,100,000 in cash;

(ii) the settlement of creditors in existence at 31 December 2013 of $293,713 and future obligations of $35,287; and

(iii) an amount of $150,000 which was received by Fitgenes Australia pre 31 December 2013 which was recorded as a borrowing which is to be applied to the Notes. This has been applied via intercompany loans to the Note issue.

(f) the pro forma statement of financial position reflects the fact that, on 7 April 2014 at the AGM of the Company, Shareholders approved the Share Consolidation; and

(g) in the pro forma statement of financial position, it is assumed that the Minimum Subscription is achieved.

2 Expenses of the Offer of $410,000 (including advisory, legal, accounting, listing and administrative fees and printing) have been offset directly against equity. Any interest earned by the Company during the Offer period has not been taken into account. Further details of how the above pro forma adjustments have been reflected in the pro forma statement of financial position of the Company as at 31 December 2013. Further details including the notes to the historical and pro forma financial information are set out in section 7 of the Prospectus.

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SECTION C: Please Sign Below

SECTION B: Voting Directions to your Proxy

REGISTERED OFFICE:LEVEL 6360 QUEEN STREET

BRISBANE QLD 4000

SHARE REGISTRY:Security Transfer Registrars Pty Ltd

All Correspondence to:PO BOX 535,

APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,

APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233

E: [email protected]: www.securitytransfer.com.au

FITGENES LIMITED ACN: 100 531 191

PROXY FORMTHIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

Holder Number:

1

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with thefollowing directions (or if no directions have been given, and to the extent permitted by law, as the Proxy sees fit) at the General Meeting of the Company to be held at 11.30am WST onWednesday 17 September 2014 at BDO Australia, 38 Station Street, Subiaco WA 6008 and at any adjournment or postponement of that meeting.

Chairperson authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairperson of the Meeting as my/our proxy (or theChairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson to exercise my/our proxy on Items 2A, 2B, 2C and 2D (except where I/we have indicated adifferent voting intention below) even though Items 2A, 2B, 2C and 2D are connected directly or indirectly with the remuneration of a member of key management personnel, which

includes the Chairperson.

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

Code: FIT

OR

The name of the person you are appointing(if this person is someone other than the Chairperson of the meeting).

The meeting Chairperson (mark with an "X")

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.The Chairperson of the Meeting intends to vote undirected proxies in favour of each resolution. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in whichcase an ASX announcement will be made.

For Against Abstain*

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

FIT

1. Approval for issue of 4,166,667 ordinary shares to the Gordiantec Vendors

2. Approval for issue of ordinary shares to Directors in lieu of payment for services

1

Individual or Security Holder

Sole Director and Sole Company Secretary

Security Holder 2

Director

Security Holder 3

Director / Company Secretary

SECTION A: Appointment of Proxy

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 11.30am WST on Monday 15 September 2014.ONLINE PROXY SERVICEYou can lodge your proxy online at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details.

2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.Online Proxy ID:

Security Holder 2

2D Approval be given for the issue of up to 100,000 shares to Dr John Hurrell (or a related party of Dr John Hurrell)

2C Approval be given for the issue of up to 333,333 ordinary shares to Conrad Crisafulli (or a related party of Conrad Crisafulli)

2B. Approval be given for the issue of up to 333,333 ordinary shares to Robert Mair (or a related party of Robert Mair)

2A. Approval be given for the issue of up to 183,333 ordinary shares to Dr Carrie Hillyard (or a related party of Dr Carrie Hillyard)

1E. Approval be given for the issue of 214,646 ordinary shares to Ramesh Ram

1D. Aapproval be given for the issue of 214,646 ordinary shares to Munish Mehta

1C Approval be given for the issue of 214,646 ordinary shares to Cao Nguyen

1B. Approval be given for the issue of 901,519 ordinary shares to Riverglade Nominees Pty Ltd

1A. Approval be given for the issue of 2,621,210 ordinary shares to Yuuwa Capital LP

0000555577774444000022221111555544448888

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PRIVACY STATEMENTPersonal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders,facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providerssuch as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or youwould like to correct information that is inaccurate please contact them on the address on this form.

TELEPHONE NUMBER

( )

NAME

My/Our contact details in case of enquiries are:

5. Signing InstructionsIndividual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the

Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already

lodged this document with the Company's share registry. If you have notpreviously lodged this document for notation, please attach a certified

photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. If the Company(pursuant to section 204A of the Corporations Act 2001) does not have a

Company Secretary, a Sole Director may sign alone. Otherwise this form mustbe signed by a Director jointly with either another Director or Company

Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate"Certificate of Appointment of Corporate Representative" should be lodged

with the Company before the meeting or at the registration desk on the day ofthe meeting. A form of the certificate may be obtained from the Company'sshare registry.

6. Lodgement of ProxyProxy forms (and any Power of Attorney under which it is signed) must be

received by Security Transfer Registrars Pty Ltd no later than 11.30am WSTon Monday 15 September 2014, being 48 hours before the time for holding the

meeting. Any Proxy form received after that time will not be valid for thescheduled meeting.

Security Transfer Registrars Pty LtdPO BOX 535Applecross, Western Australia 6953

Street Address:Alexandrea House, Suite 1770 Canning HighwayApplecross, Western Australia 6153

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email [email protected]

Online www.securitytransfer.com.au

NOTES 1. Name and Address

This is the name and address on the Share Register of FITGENES LIMITED. If

this information is incorrect, please make corrections on this form.Shareholders sponsored by a broker should advise their broker of any

changes. Please note that you cannot change ownership of your shares usingthis form.

2. Appointment of a ProxyIf you wish to appoint the Chairperson of the Meeting as your Proxy pleasemark "X" in the box in Section A.

If the person you wish to appoint as your Proxy is someone other than the

Chairperson of the Meeting please write the name of that person in Section A.If you leave this section blank, or your named Proxy does not attend the

meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need notbe a Shareholder of FITGENES LIMITED.

3. Directing your Proxy how to voteTo direct the Proxy how to vote place an "X" in the appropriate box againsteach item in Section B. Where more than one Proxy is to be appointed and

the proxies are to vote differently, then two separate forms must be used toindicate voting intentions.

4. Appointment of a Second ProxyYou are entitled to appoint up to two (2) persons as proxies to attend the

meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

(a) On each of the Proxy forms, state the percentage of your voting rights ornumber of securities applicable to that form. If the appointments do not

specify the percentage or number of votes that each Proxy may exercise,each Proxy may exercise half of your votes; and

(b) Return both forms in the same envelope.

0000888888883333000022221111555544441111

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