##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F





(Mark one)

|☐ | Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------------

or



|☒ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2017

or



|☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

or



|☐ | Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

Commission file number: 001-37518





Benitec Biopharma Limited

(Exact name of Registrant as specified in its charter)





Australia

(Jurisdiction of incorporation or organization)

99 Mount Street, Suite 1201

North Sydney, NSW, 2060, Australia

(Address of principal executive offices)

Greg West

Chief
Executive Officer

99 Mount Street, Suite 1201

North Sydney, NSW, 2060, Australia

Tel: +61 2 9555 6986

Fax: +612 9818 2238

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None



Securities registered or to be registered pursuant to Section 12(g) of the Act:



|                                                                      |  |                                          
|--------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                   |  | Name of each exchange on which
registered
|American Depositary Shares, each representing twenty
Ordinary Shares* |  | The NASDAQ Capital Market                
|Warrants, each exercisable for one American Depositary Share          |  | The NASDAQ Capital Market                



|* | Not for trading, but only in connection with the registration of American Depositary Shares.
|- | --------------------------------------------------------------------------------------------

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None





Indicate the
number of outstanding shares of each of the issuers classes of capital or common stock as of the date of the close of the period covered by the annual report.

205,142,734 Ordinary Shares at June 30, 2017

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.    ☐  Yes    ☒  No

If this report is an
annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    ☐  Yes    ☒  No

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) for the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    ☐  Yes    ☒  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    ☐  Yes    ☒  No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company
in Rule 12b-2 of the Exchange Act.



|                             |  |                             
|---------------------------- |  | ----------------------------
|Large accelerated filer    ☐ |  | Accelerated filer    ☐      
|                             | 
|Non-accelerated filer    ☒   |  | Emerging growth company    ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:



|            |  |                                                                                                         |  |        
|----------- |  | ------------------------------------------------------------------------------------------------------- |  | -------
|U.S. GAAP ☐ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒ |  | Other ☐

If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒  No









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Table of Contents



|          |  |                                                                                  |  |  |     | 
|--------- |  | -------------------------------------------------------------------------------- |  |  | --- | 
|          |  | Part I                                                                           |  |  |     | 
|Item 1.   |  | Identity of Directors, Senior Management and Advisers                            |  |  | 4   | 
|Item 2.   |  | Offer Statistics and Expected Timetable                                          |  |  | 4   | 
|Item 3.   |  | Key Information                                                                  |  |  | 4   | 
|Item 4.   |  | Information on Benitec                                                           |  |  | 49  | 
|Item 4A.  |  | Unresolved Staff Comments                                                        |  |  | 97  | 
|Item 5.   |  | Operating and Financial Review and Prospects                                     |  |  | 98  | 
|Item 6.   |  | Directors, Senior Management and Employees                                       |  |  | 109 | 
|Item 7.   |  | Major Shareholders and Related Party Transactions                                |  |  | 121 | 
|Item 8.   |  | Financial Information                                                            |  |  | 123 | 
|Item 9.   |  | The Offer and Listing                                                            |  |  | 124 | 
|Item 10.  |  | Additional Information                                                           |  |  | 127 | 
|Item 11.  |  | Quantitative and Qualitative Disclosures About Market Risk                       |  |  | 138 | 
|Item 12.  |  | Description of Securities Other than Equity Securities                           |  |  | 139 | 
|          |  | Part II                                                                          |  |  |     | 
|Item 13.  |  | Defaults, Dividend Arrearages and Delinquencies                                  |  |  | 141 | 
|Item 14.  |  | Material Modifications to the Rights of Security Holders and the Use of Proceeds |  |  | 141 | 
|Item 15.  |  | Controls and Procedures                                                          |  |  | 141 | 
|Item 16A. |  | Audit Committee Financial Expert                                                 |  |  | 142 | 
|Item 16B. |  | Code of Ethics                                                                   |  |  | 142 | 
|Item 16C. |  | Principal Accountant Fees and Services                                           |  |  | 142 | 
|Item 16D. |  | Exemptions from the Listing Standards for Audit Committees                       |  |  | 142 | 
|Item 16E. |  | Purchases of Equity Securities by the Issuer and Affiliated
Purchasers           |  |  | 142 | 
|Item 16F. |  | Changes in Registrants Certifying Accountant                                    |  |  | 142 | 
|Item 16G. |  | Corporate Governance                                                             |  |  | 143 | 
|Item 16H. |  | Mine Safety Disclosure                                                           |  |  | 145 | 
|          |  | Part III                                                                         |  |  |     | 
|Item 17.  |  | Financial Statements                                                             |  |  | 146 | 
|Item 18.  |  | Financial Statements                                                             |  |  | 146 | 
|Item 19.  |  | Exhibits                                                                         |  |  |     | 



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EXPLANATORY NOTES

Unless otherwise indicated or the context implies otherwise:



| |  |  | we, us, our or Benitec refers to Benitec Biopharma Limited, an Australian corporation, and its subsidiaries;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | shares or ordinary shares refers to our ordinary shares;
| | - |  | ------------------------------------------------------------



| |  |  | ADSs refers to American Depositary Shares, each of which represents 20 ordinary shares;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | ADRs refers to American Depositary Receipts, which evidence the ADSs; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | Warrant refers to a warrant to purchase one ADS at an exercise price of US$5.50 per ADS, exercisable from the date of issuance until five years thereafter.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Our reporting and functional currency is the Australian dollar. Solely for the convenience of the reader, this Annual Report on Form 20-F contains translations of some Australian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this Annual Report on Form 20-F, all
translations from Australian dollars to U.S. dollars are based on the rate published by the Reserve Bank of Australia on the date indicated. See Item 3.A Key InformationSelected Financial Data. No representation is made that the
Australian dollar amounts referred to in this Annual Report on Form 20-F could have been or could be converted into U.S. dollars at such rate.

Unless otherwise noted, all industry and market data in this Annual Report on Form 20-F, including
information provided by independent industry analysts, are presented in U.S. dollars. Unless otherwise noted, all other financial and other data related to Benitec Biopharma Limited in this Annual Report on Form
20-F are presented in Australian dollars. All references to $ in this Annual Report on Form 20-F refer to Australian dollars or U.S. dollars, as the context
requires based on the foregoing. All references to A$ in this Annual Report on Form 20-F mean Australian dollars. All references to US$ in this Annual Report on Form 20-F mean U.S. dollars.

Our fiscal year end is June 30. References to a particular fiscal
year are to our fiscal year ended June 30 of that calendar year.

Unless otherwise indicated, the consolidated financial
statements and related notes included in this Annual Report on Form 20-F have been prepared in accordance with International Accounting Standards and also comply with International Financial Reporting
Standards, or IFRS, and interpretations issued by the International Accounting Standards Board, or IASB, which differ in certain significant respects from Generally Accepted Accounting Principles in the United States, or GAAP. See Item 3.A Key
InformationSelected Financial Data.

TRADEMARKS AND TRADENAMES

We have proprietary and licensed rights to trademarks used in this Annual Report on Form 20-F which
are important to our business, many of which are registered under applicable intellectual property laws. These trademarks are as follows:



| |  |  | BENITEC BIOPHARMA®
| | - |  | ------------------



| |  |  | BENITEC®
| | - |  | --------



| |  |  | SILENCING GENES FOR LIFE®
| | - |  | -------------------------

Solely for
convenience, trademarks and trade names referred to in this Annual Report on Form 20-F appear without the ® or  symbols,
but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our
use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in
this Annual Report on Form 20-F is the property of its respective holder.



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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward looking statements that are subject to a number of risks and
uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this Annual Report on Form 20-F, regarding our strategy, future operations, financial
position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report on Form 20-F, the words could, believe,
anticipate, intend, estimate, expect, may, continue, predict, potential, project, or the negative of these terms, and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual
results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement
contained in this Annual Report on Form 20-F, we caution you that these statements are based on a combination of facts and important factors currently known by us and our expectations of the future, about
which we cannot be certain.

Forward-looking statements may include statements about:



| |  |  | our plans to develop and potentially commercialize our product candidates;
| | - |  | --------------------------------------------------------------------------



| |  |  | the timing of the initiation and completion of preclinical studies and clinical trials;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the timing of patient enrollment and dosing in any future clinical trials;
| | - |  | --------------------------------------------------------------------------



| |  |  | the timing of the availability of data from clinical trials;
| | - |  | ------------------------------------------------------------



| |  |  | the timing of expected regulatory filings;
| | - |  | ------------------------------------------



| |  |  | the development of novel AAV vectors;
| | - |  | -------------------------------------



| |  |  | expectations about the plans of licensees of our technology;
| | - |  | ------------------------------------------------------------



| |  |  | the clinical utility and potential attributes and benefits of ddRNAi and our product candidates, including the potential duration of treatment effects and the potential for a one shot cure;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential future out-licenses and collaborations;
| | - |  | -------------------------------------------------



| |  |  | our expectations regarding expenses, ongoing losses, future revenue, capital needs and needs for additional financing;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the length of time over which we expect our cash and cash equivalents, including the proceeds from our U.S. initial public offering, to be sufficient; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our intellectual property position and the duration of our patent portfolio.
| | - |  | ----------------------------------------------------------------------------

All
forward-looking statements speak only as of the date of this Annual Report on Form 20-F. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives,
expectations and intentions reflected in or suggested by the forward-looking statements we make in this Annual Report on Form 20-F are reasonable, we can give no assurance that these plans, objectives,
expectations or intentions will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under Item 3.D Key InformationRisk Factors and elsewhere in this Annual
Report on Form 20-F.



2



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The forward-looking statements made in this Annual Report on Form
20-F relate only to events or information as of the date on which the statements are made in this Annual Report on Form 20-F. Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.



3



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##### Table of Contents

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information



|A. | Selected Financial Data.
|-- | ------------------------

The following tables set forth summary
historical financial data for the periods indicated.

The consolidated statement of profit or loss and other comprehensive income data and
consolidated statement of financial position data for and as of the fiscal years ended June 30, 2015, 2016 and 2017 are derived from the audited consolidated financial statements included in this Annual Report on Form 20-F. In our managements opinion, these financial statements include all adjustments necessary for the fair presentation of our financial condition as of such dates and our results of operations for such
periods.

Our financial statements have been prepared in Australian dollars and in accordance with International Financial Reporting
Standards. Our financial statements comply with IFRS, as issued by the IASB.

You should read the selected consolidated financial data in
conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 20-F, including Item 5. Operating and Financial Review and Prospects and
Item 18. Financial Statements. Our historical results do not necessarily indicate our expected results for any future periods.



|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|---------------------------------------------------------------- |  | --------------------------- | ----------- | - | ---- | -- | ----------- | ---- |  | -- | -------- | -
|(in thousands, except per share data)                            |  | For the year ended June 30, |            
|                                                                 |  | 2017                        |             |   | 2016 |    |             | 2015 | 
|Statement of Profit or Loss and Other Comprehensive Income Data: |  |                             |             |   |      |    |             |      |  |    |          |  
|Revenue:                                                         |  |                             |             |   |      |    |             |      |  |    |          |  
|Revenue                                                          |  | A$                          | 586         |   |      | A$ | 464         |      |  | A$ | 1,081    |  
|Other income                                                     |  |                             | 10,507      |   |      |    | 3,590       |      |  |    | 2,891    |  
|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|Total revenue                                                    |  |                             | 11,093      |   |      |    | 4,054       |      |  |    | 3,972    |  
|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|Costs and expenses:                                              |  |                             |             |   |      |    |             |      |  |    |          |  
|Royalties and license fees                                       |  |                             | (272        | ) |      |    | (139        | )    |  |    | (40      | )
|Research and development                                         |  |                             | (6,925      | ) |      |    | (13,287     | )    |  |    | (6,228   | )
|Employment related                                               |  |                             | (5,015      | ) |      |    | (6,283      | )    |  |    | (3,425   | )
|Share based expenses                                             |  |                             | (386        | ) |      |    | (1,746      | )    |  |    | (1,503   | )
|Travel related expenses                                          |  |                             | (629        | ) |      |    | (1,023      | )    |  |    | (1,039   | )
|Consultants costs                                                |  |                             | (976        | ) |      |    | (1,020      | )    |  |    | (882     | )
|Occupancy costs                                                  |  |                             | (550        | ) |      |    | (500        | )    |  |    | (275     | )
|Depreciation                                                     |  |                             | (217        | ) |      |    | (290        | )    |  |    | (61      | )
|Corporate expenses                                               |  |                             | (1,540      | ) |      |    | (1,139      | )    |  |    | (957     | )
|Net loss foreign exchange                                        |  |                             | (266        | ) |      |    | (414        | )    |  |    |         |  
|IPO costs                                                        |  |                             |            |   |      |    | (1,191      | )    |  |    | (1,071   | )
|Loss on disposal of fixed assets                                 |  |                             | (7          | ) |      |    |            |      |  |    |         |  
|Write-off of clinical trial prepayment                           |  |                             |            |   |      |    | (1,800      | )    |  |    |         |  
|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|Loss before income tax                                           |  |                             | (5,690      | ) |      |    | (24,778)    |      |  |    | (11,509) |  
|Income tax benefit                                               |  |                             |            |   |      |    |            |      |  |    |         |  
|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|Loss for the period                                              |  | A$                          | (5,690      | ) |      | A$ | (24,778     | )    |  | A$ | (11,509  | )
|                                                                 |  |                             |             |   |      |    |             |      |  |    |          |  
|Loss per share, basic and diluted                                |  | A$                          | (0.0324     | ) |      | A$ | (0.1741     | )    |  | A$ | (0.0996  | )
|Weighted-average shares outstanding, basic and diluted           |  |                             | 175,433,909 |   |      |    | 142,312,486 |      |  |    | 115,507  |  



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|                                      |  |                |        |  |      |    |        |      |  |    |        | 
|------------------------------------- |  | -------------- | ------ |  | ---- | -- | ------ | ---- |  | -- | ------ | 
|(in thousands)                        |  |                |        |  |      |    |        |      | 
|                                      |  | As of June 30, |       
|                                      |  | 2017           |        |  | 2016 |    |        | 2015 | 
|Statement of Financial Position Data: |  |                |        |  |      |    |        |      |  |    |        | 
|Cash and cash equivalents             |  | A$             | 17,375 |  |      | A$ | 18,230 |      |  | A$ | 21,787 | 
|Total current assets                  |  |                | 22,162 |  |      |    | 19,384 |      |  |    | 25,064 | 
|Total assets                          |  |                | 22,666 |  |      |    | 19,890 |      |  |    | 25,520 | 
|Total current liabilities             |  |                | 1,125  |  |      |    | 1,035  |      |  |    | 1,642  | 
|Total liabilities                     |  |                | 1,160  |  |      |    | 1,053  |      |  |    | 1,642  | 
|Total equity                          |  |                | 21,506 |  |      |    | 18,837 |      |  |    | 23,878 | 

Exchange Rate Information

The Australian dollar is convertible into U.S. dollars at freely floating rates. There are no legal restrictions on the flow of Australian
dollars between Australia and the United States. Any remittances of dividends or other payments by us to persons in the United States are not and will not be subject to any exchange controls.

Our financial statements are prepared and presented in Australian dollars.

The table below sets forth for the periods identified the number of U.S. dollars per Australian dollar as published by the Reserve Bank of
Australia. We make no representation that any Australian dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Australian dollars, as the case may be, at any particular rate, the rates stated below, or at all.



|                           |  |                  |        |  |                 |  |        |          |  |  |         |  |  |  |        | 
|-------------------------- |  | ---------------- | ------ |  | --------------- |  | ------ | -------- |  |  | ------- |  |  |  | ------ | 
|                           |  | At PeriodEnd (1) |        |  | AverageRate (2) |  |        | High (3) |  |  | Low (4) | 
|Fiscal year ended June 30, |  |                  |        |  |                 |  |        |          |  |  |         |  |  |  |        | 
|2017                       |  |                  | 0.7692 |  |                 |  | 0.7542 |          |  |  | 0.7724  |  |  |  | 0.7202 | 
|2016                       |  |                  | 0.7426 |  |                 |  | 0.7272 |          |  |  | 0.7812  |  |  |  | 0.6867 | 
|2015                       |  |                  | 0.7680 |  |                 |  | 0.8288 |          |  |  | 0.9458  |  |  |  | 0.7590 | 
|2014                       |  |                  | 0.9420 |  |                 |  | 0.9148 |          |  |  | 0.9672  |  |  |  | 0.8716 | 
|2013                       |  |                  | 0.9275 |  |                 |  | 1.0239 |          |  |  | 1.0593  |  |  |  | 0.9202 | 
|Month ended:               |  |                  |        |  |                 |  |        |          |  |  |         |  |  |  |        | 
|September 30, 2017         |  |                  | 0.7839 |  |                 |  | 0.7972 |          |  |  | 0.8121  |  |  |  | 0.7813 | 
|August 31, 2017            |  |                  | 0.7898 |  |                 |  | 0.7915 |          |  |  | 0.8011  |  |  |  | 0.7842 | 
|July 31, 2017              |  |                  | 0.7987 |  |                 |  | 0.7793 |          |  |  | 0.8046  |  |  |  | 0.7585 | 
|June 30, 2017              |  |                  | 0.7692 |  |                 |  | 0.7559 |          |  |  | 0.7692  |  |  |  | 0.7390 | 
|May 31, 2017               |  |                  | 0.7450 |  |                 |  | 0.7434 |          |  |  | 0.7539  |  |  |  | 0.7352 | 
|April 30, 2017             |  |                  | 0.7475 |  |                 |  | 0.7533 |          |  |  | 0.7602  |  |  |  | 0.7475 | 



|(1) | Determined by the published rate on the last trading day of the month or fiscal year indicated, as applicable.
|--- | --------------------------------------------------------------------------------------------------------------

|(2) | Determined by averaging the published rate on the last trading day of each full month during the fiscal year indicated or by averaging the published rates for all trading days during the month indicated, as applicable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Determined by the highest published rate during the month or fiscal year indicated, as applicable.
|--- | --------------------------------------------------------------------------------------------------

|(4) | Determined by the lowest published rate during the month or fiscal year indicated, as applicable.
|--- | -------------------------------------------------------------------------------------------------



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|B. | Capitalization and Indebtedness.
|-- | --------------------------------

Not applicable.



|C. | Reasons for the Offer and Use of Proceeds.
|-- | ------------------------------------------

Not applicable.



|D. | Risk Factors.
|-- | -------------

An investment in the ADSs involves significant
risks. You should carefully consider the risks described below and the other information in this Annual Report on Form 20-F, including our consolidated financial statements and related notes included elsewhere
in this Annual Report on Form 20-F. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be materially and adversely affected, the trading
price of the ADSs could decline and you could lose all or part of your investment.

Risks Related to Our Financial Condition,
Capital Requirements and Largest Shareholder

We have incurred significant net losses. We anticipate that we will continue to
incur significant net losses for the foreseeable future and we may never achieve or maintain profitability.

We are a
biotechnology company and have not yet generated significant revenue. We have incurred losses of A$5.7 million, A$24.8 million and A$11.5 million for the fiscal years ended June 30, 2017, 2016 and 2015, respectively. We have not
generated any revenues from sales of any of our product candidates.

As of June 30, 2017, we had accumulated losses of
A$135.7 million. We have devoted most of our financial resources to research and development, including our clinical and preclinical development activities. To date, we have financed our operations primarily through the issuance of equity
securities, including the private placements in October 2016 and March 2017 to Nant Capital, LLC, research and development grants from the Australian government and payments from our collaboration partners. We have not generated, and do not expect
to generate, any significant revenue for the foreseeable future, and we expect to continue to incur significant operating losses for the foreseeable future due to the cost of research and development, preclinical studies and clinical trials and the
regulatory approval process for product candidates. The amount of our future net losses is uncertain and will depend, in part, on the rate of our future expenditures. Our ability to continue operations will depend on, among other things, our ability
to obtain funding through equity or debt financings, strategic collaborations or additional grants.

We expect to continue to incur
significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:



| |  |  | continue our research and preclinical development of our product candidates;
| | - |  | ----------------------------------------------------------------------------



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| |  |  | expand the scope of our current preclinical studies for our product candidates or initiate clinical, additional preclinical or other studies for product candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | seek regulatory and marketing approvals for any of our product candidates that successfully complete clinical trials;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | further develop the manufacturing process for our product candidates;
| | - |  | ---------------------------------------------------------------------



| |  |  | change or add additional manufacturers or suppliers;
| | - |  | ----------------------------------------------------



| |  |  | seek to identify and validate additional product candidates;
| | - |  | ------------------------------------------------------------



| |  |  | acquire or in-license other product candidates and technologies, which may or may not include those related to our ddRNAi technology and delivery vectors for our therapeutic
candidates;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain, protect and expand our intellectual property portfolio;
| | - |  | -----------------------------------------------------------------



| |  |  | create additional infrastructure to support our operations as a public company in the United States and our product development and future commercialization efforts; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | experience any delays or encounter issues with any of the above.
| | - |  | ----------------------------------------------------------------

The net losses we incur may
fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of
our future performance. In any particular quarter or quarters, our operating results could be below the expectations of securities analysts or investors, which could cause the price of the ADSs to decline.

We have never generated any revenue from product sales and may never be profitable.

Our ability to generate significant revenue and achieve profitability depends on our ability to, alone or with strategic collaboration
partners, successfully complete the development of and obtain the regulatory approvals for our product candidates, to manufacture sufficient supply of our product candidates, to establish a sales and marketing organization or suitable third-party
alternative for the marketing of any approved products and to successfully commercialize any approved products on commercially reasonable terms. All of these activities will require us to raise sufficient funds to finance business activities. We do
not expect any milestone payments from our collaborative partners to be significant in the foreseeable future. In addition, we do not anticipate generating revenue from commercializing product candidates for the foreseeable future, if ever. Our
ability to generate future revenues from commercializing product candidates depends heavily on our success in:



| |  |  | establishing proof of concept in preclinical studies and clinical trials for our product candidates;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | successfully initiating and completing clinical trials of our product candidates;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | obtaining regulatory and marketing approvals for product candidates for which we complete clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | maintaining, protecting and expanding our intellectual property portfolio, and avoiding infringing on intellectual property of third parties;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing and maintaining successful licenses, collaborations and alliances with third parties;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | developing a sustainable, scalable, reproducible and transferable manufacturing process for our product candidates;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | establishing and maintaining supply and manufacturing relationships with third parties that can provide products and services adequate, in amount and quality, to support clinical development and commercialization of our
product candidates, if approved;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | launching and commercializing any product candidates for which we obtain regulatory and marketing approval, either by collaborating with a partner or, if launched independently, by establishing a sales, marketing and
distribution infrastructure;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | obtaining market acceptance of any product candidates that receive regulatory approval as viable treatment options;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | obtaining favorable coverage and reimbursement rates for our products from third-party payers;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | addressing any competing technological and market developments;
| | - |  | ---------------------------------------------------------------



| |  |  | identifying and validating new product candidates; and
| | - |  | ------------------------------------------------------



| |  |  | negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter.
| | - |  | ----------------------------------------------------------------------------------------------------------

The process of developing product candidates for ddRNAi-based and antisense RNA-based therapeutics
contains a number of inherent risks and uncertainties. For example, with regard to ddRNAi, it may not be possible to identify a target region of a disease-associated gene that has not been previously identified and/or patented by others, resulting
in restrictions on freedom to operate for that target sequence. Silencing the target gene may not ultimately result in curing the disease as there may be more factors contributing to the development of the disease than the target gene. Silencing the
target gene using ddRNAi may lead to short-term or long-term adverse effects that were not predicted or observed in preclinical studies. The delivery of the DNA construct to the target cells may not be possible, or complete or adequate to provide
sufficient therapeutic benefit.

Even if one or more of our product candidates is approved for commercial sale, we may incur significant
costs associated with commercializing any approved product candidate. As one example, our expenses could increase beyond expectations if we are required by the Food and Drug Administration, or FDA, or other regulatory agencies, domestic or foreign,
to perform clinical and other studies in addition to those that we currently anticipate. Even if we are able to generate revenues from the sale of any approved products, we may not become profitable and may need to obtain additional funding to
continue operations, which could have an adverse effect on our business, financial condition, results of operations and prospects.

We will need to continue our efforts to raise additional funding, which may not be available on acceptable terms, or at all. Failure to
obtain this necessary capital when needed may force us to delay, limit or discontinue our product development efforts or other operations.

Developing ddRNAi products is expensive, and we expect our research and development expenses to increase substantially in connection with our
ongoing activities, particularly as we advance our product candidates in preclinical studies and in future clinical trials and as we undertake preclinical studies of new product candidates.

As of June 30, 2017, our cash and cash equivalents were A$17.4 million. We estimate that our cash and cash equivalents will be
sufficient to fund our operations until approximately the fourth quarter of calendar 2018. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned,
through public or private equity or debt financings, government grants or other third-party funding, strategic alliances and licensing arrangements or a combination of these approaches. In addition, because the length of time and activities
associated with successful development of our product candidates is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. In any event, we will
require additional capital to obtain regulatory approval for our product candidates and to commercialize any product candidates that receive regulatory approval.

Any additional fundraising efforts may divert our management from their
day-to-day activities, which may compromise our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will
be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders, and the issuance of additional securities, whether equity or debt,
by us, or the possibility of such issuance, may cause the market price of our ordinary shares, ADSs and Warrants to decline. If we incur indebtedness we may be required to agree to restrictive covenants, such as limitations on our ability to incur
additional debt, limitations on our ability to acquire, sell or



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license intellectual property rights and other operating restrictions that could compromise our ability to conduct our business. We could also seek financing through arrangements with
collaborative partners at an earlier stage than would otherwise be desirable and we may be required to relinquish rights to some or all of our technologies or product candidates or otherwise agree to terms unfavorable to us.

If we are unable to obtain funding on a timely basis or on acceptable terms, we may be required to significantly curtail, delay or discontinue
one or more of our research or development programs or the commercialization of any approved product candidates.

Nant Capital, LLC
is our largest shareholder and may have interests that are different from Benitecs and our other shareholders.

Following the October 2016 and March 2017 private placements of an aggregate 58,611,638 shares to Nant Capital, LLC, or Nant Capital, Nant
Capital holds 28.57% of our outstanding ordinary shares. Nant Capital is entitled to appoint, and has appointed, a director to Benitecs board of directors. We have also entered into an exclusive sublicense agreement with an affiliate of Nant
Capital and a research collaboration agreement with Nant Capital pursuant to which we have agreed to develop and commercialize an Epidermal Growth Factor Receptor, or EGFR, antisense product candidate for HNSCC, which we call BB-401. We are required to make periodic, milestone and royalty payments to Nant Capital pursuant to the exclusive sublicense agreement in connection with the development and sale of
BB-401.

As a result of its ownership of our ordinary shares and its nomination of a director to
our board of directors, Nant Capital is in a position to exert influence over Benitec, including election of our board of directors, corporate transactions and strategic decisions. The interests of Nant Capital may differ from or conflict with the
interests of our other shareholders. In the future, if Nant Capital does not support a merger, tender offer, sale of assets or other business combination because it judges that transaction to be inconsistent with Nant Capitals investment
strategy, Benitec may be unable to enter into or consummate a transaction that would enable other shareholders to realize a premium over the then-prevailing market prices for our ordinary shares. Furthermore, if Nant Capital sells substantial
amounts of the Benitecs ordinary shares to enhance its liquidity position, fund alternative investments or for other reasons, the trading price of Benitecs ADSs and the Warrants could decline significantly and other shareholders may be
unable to sell their ADSs or Warrants at favorable prices. We cannot predict or control how Nant Capital may use the influence it has as a result of its ordinary share holdings.

Nant Capital may also exert influence over the product candidates we decide to develop, which could result in Benitec focusing on the
development of BB-401 (for which we would owe payments to Nant Capital, including annual and milestone payments prior to the generation of any revenue from such product candidates, pursuant to the exclusive
sublicense agreement) instead of our other product candidates. Our research collaboration agreement with Nant Capital requires us to allocate the A$5.4 million received from Nant Capital in connection with the March 2017 private placement to
the development of BB-401 and future product candidates for HNSCC. Nant Capital will have a controlling vote on the committee that directs and oversees such development until those funds have been expended. As
a result, Nant Capital may require us to pursue a research program that we do not believe to be in the best interest of Benitec or its other shareholders. In that case, we may be unable to pursue fully the development of our other product candidates
with our limited resources of capital and staff. This could result in a change in the focus of the company and/or less diversity in our product candidate pipeline, which could delay the development of our ddRNAi technology. If Nant Capital decides
to prioritize other projects or does not perform its obligations under the research collaboration agreement, we may not be able to continue development of BB-401 or other product candidates, may lose our
intellectual property rights under the exclusive sublicense agreement and may suffer other losses.

We will be unable to conclude
clinical trials for our product candidates for HNSCC, OPMD, AMD and hepatitis B if we are unable to raise additional financing.

We plan to develop our pipeline of product candidates using our ddRNAi technology and our antisense RNA technology to deliver therapeutics for
a number of life-threatening conditions. We intend to advance our product candidates for HNSCC, OPMD, wet AMD and hepatitis B, or HBV, through clinical trials, but we will need additional financing to do so. The A$5.4 million raised as part of
our strategic partnership with Nant Capital is required to be allocated to the development of BB-401 and BB-501 for the treatment of HNSCC. We expect that such funds
will not be sufficient to advance BB-401 through planned clinical trials or to complete discovery studies intended to identify a ddRNAi product candidate for HNSCC. Additional funds will be required as well to
advance



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our product candidates for wet AMD, OPMD and hepatitis B. In order to complete the planned preclinical proof of concept studies for our lead ddRNAi product candidates and planned future product
candidates, to complete planned clinical trials for our BB-401, our EGFR antisense product candidate and to build the infrastructure that we believe will be necessary to commercialize our lead product
candidates and planned future product candidates, we will require substantial additional funding. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development
programs for these product candidates.

We receive Australian government research and development grants. If we lose funding from
these research and development grants, we may encounter difficulties in the funding of future research and development projects, which could harm our operating results.

We have historically received, and expect to continue to receive, grants through the Australian federal governments Research and
Development Tax Incentive program, under which the government provides a cash refund for the 43.5% (reduced from 45% at July 1, 2016) of eligible research and development expenditures by small Australian entities, which are defined as
Australian entities with less than A$20 million in revenue, having a tax loss. The Research and Development Tax Incentive grant is made by the Australian federal government for eligible research and development purposes based on the filing of
an annual application. We received Research and Development Tax Incentive grants in the fiscal years ended June 30, 2017, 2016 and 2015 of A$10.5 million, A$3.6 million and A$2.3 million, respectively. This grant is available for
our research and development activities in Australia, as well as activities in the United States to the extent such U.S.-based expenses relate to our activities in Australia, do not exceed half the expenses for the relevant activities and are
approved by the Australian government. To the extent our research and development expenditures are deemed to be ineligible, then our grants would decrease. In addition, the Australian government may in the future decide to modify the
requirements of, reduce the amounts of the grants available under, or discontinue the Research and Development Tax Incentive program. For instance, the Australian government released findings and a panel recommendation in 2016 that, if implemented,
would reduce the amount of the grants available to small companies such as Benitec to a maximum of A$2 million per annum. A final Australian federal government response to its review of the Research and Development Tax Incentive program has not
yet been released or implemented as of the date of this Annual Report. Any such change in the Research and Development Tax Incentive program could have a material adverse effect on our future cash flows and financial position.

Risks Related to the Product Development and Regulatory Approval of Our Product Candidates

Except for BB-401, our product candidates are based on ddRNAi technology. Currently, no product
candidates utilizing ddRNAi technology have been approved for commercial sale and our approach to the development of ddRNAi technology may not result in safe, effective or marketable products.

We have concentrated our product research and development efforts on our ddRNAi technology, and our future success depends on successful
clinical development of this technology. We plan to develop a pipeline of product candidates using our ddRNAi technology and deliver therapeutics for a number of chronic and life-threatening conditions, including OPMD, AMD and hepatitis B.

The scientific research that forms the basis of our efforts to develop product candidates is based on the therapeutic use of ddRNAi, and the
identification, optimization and delivery of ddRNAi-based product candidates is relatively new. The scientific evidence to support the feasibility of successfully developing therapeutic treatments based on ddRNAi is preliminary and limited. There
can be no assurance that any development and technical problems we experience in the future will not cause significant delays or unanticipated costs, or that such development problems can be solved. We may be unable to reach agreement on favorable
terms, or at all, with providers of vectors needed to optimize delivery of our product candidates to target disease cells and we may also experience unanticipated problems or delays in expanding our manufacturing capacity or transferring our
manufacturing process to commercial partners, any of which may prevent us from completing our preclinical trials, initiating clinical trials or commercializing our products on a timely or profitable basis, if at all.

Only a few product candidates based on ddRNAi have been tested in either animals or humans, and a number of clinical trials conducted by other
companies using other forms of RNAi technologies have not been successful. We may discover that application of ddRNAi does not possess properties required for a therapeutic benefit, such as the ability to continually express shRNAs for the period of
time required to be maximally effective or the ability of viral vectors or other technologies to effectively deliver ddRNAi constructs to target cells in therapeutically relevant concentrations.



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In addition, application of ddRNAi-based products in humans may result in safety issues. We currently have only limited data, and no conclusive evidence, to suggest that we can effectively
produce effective therapeutic treatments using our ddRNAi technology.

We are early in our product development efforts and all of
our current product candidates are still in preclinical or early clinical development. We may not be able to obtain regulatory approvals for the commercialization of some or all of our product candidates.

The research, testing, manufacturing, labeling, approval, selling, marketing and distribution of biologics is subject to extensive regulation
by the FDA and other regulatory authorities, and these regulations differ from country to country. We do not have any products on the market and are early in our development efforts. All of our ddRNAi product candidates are in preclinical
development and our EGFR antisense RNA product candidate, BB-401, is in early clinical development. All of our current and future product candidates are subject to the risks of failure typical for development
of biologics. The development and approval process is expensive and can take many years to complete, and its outcome is inherently uncertain. In addition, the outcome of preclinical testing and early clinical trials may not be predictive of the
success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results.

We have not submitted
an application, or received marketing approval, for any of our product candidates and will not submit any applications for marketing approval for several years. We have limited experience in conducting and managing clinical trials necessary to
obtain regulatory approvals, including approval by the FDA. To receive approval, we must, among other things, demonstrate with evidence from clinical trials that the product candidate is both safe and effective for each indication for which approval
is sought, and failure can occur in any stage of development. Satisfaction of the approval requirements typically takes several years and the time needed to satisfy them may vary substantially, based on the type, complexity and novelty of the
biopharmaceutical product. We cannot predict if or when we might receive regulatory approvals for any of our product candidates currently under development.

The FDA and foreign regulatory authorities also have substantial discretion in the biopharmaceutical product approval process. The numbers,
types and sizes of preclinical studies and clinical trials that will be required for regulatory approval varies depending on the product candidate, the disease or condition that the product candidate is designed to address and the regulations
applicable to any particular product candidate. Approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidates clinical development and may vary among
jurisdictions, and there may be varying interpretations of data obtained from preclinical studies or clinical trials, any of which may cause delays or limitations in the approval or the decision not to approve an application. Regulatory agencies can
delay, limit or deny approval of a product candidate for many reasons, including:



| |  |  | the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of any future clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the results of any future clinical trials may not meet the level of statistical or clinical significance required by the FDA or comparable foreign regulatory authorities for approval;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the patients recruited for a particular clinical program may not be sufficiently broad or representative to assure safety and effectiveness in the full population for which we seek approval;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the results of any future clinical trials may not confirm the positive results from earlier preclinical studies or clinical trials;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may be unable to demonstrate that a product candidates clinical and other benefits outweigh its safety risks;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the data collected from any future clinical trials of our product candidates may not be sufficient to the satisfaction of FDA or comparable foreign regulatory authorities to support the submission of a biologics license
application, or BLA, or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the FDA or comparable foreign regulatory authorities may only agree to approve a product candidate under conditions that are so restrictive that the product is not commercially viable;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regulatory agencies might not approve or might require changes to our manufacturing processes or facilities; or
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | regulatory agencies may change their approval policies or adopt new regulations in a manner rendering our clinical data insufficient for approval.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

Any delay in obtaining or failure to obtain required approvals could materially and adversely affect our ability to generate revenue from the
particular product candidate, which likely would result in significant harm to our financial position and adversely impact the price of the ADSs and Warrants. Furthermore, any regulatory approval to market a product may be subject to limitations on
the indicated uses for which we may market the product. These limitations may limit the size of the market for the product.

We are not
permitted to market our product candidates in the United States or in other countries until we receive approval of a BLA from the FDA or marketing approval from applicable regulatory authorities outside the United States. Obtaining approval of a BLA
can be a lengthy, expensive and uncertain process. If we fail to obtain FDA approval to market our product candidates, we will be unable to sell our product candidates in the United States, which will significantly impair our ability to generate
revenues. In addition, failure to comply with FDA and non-U.S. regulatory requirements may, either before or after product approval, if any, subject us to administrative or judicially imposed sanctions,
including:



| |  |  | restrictions on our ability to conduct clinical trials, including full or partial clinical holds on ongoing or planned trials;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | restrictions on the products, manufacturers or manufacturing process;
| | - |  | ---------------------------------------------------------------------



| |  |  | warning letters;
| | - |  | ----------------



| |  |  | civil and criminal penalties;
| | - |  | -----------------------------



| |  |  | injunctions;
| | - |  | ------------



| |  |  | suspension or withdrawal of regulatory approvals;
| | - |  | -------------------------------------------------



| |  |  | product seizures, detentions or import bans;
| | - |  | --------------------------------------------



| |  |  | voluntary or mandatory product recalls and publicity requirements;
| | - |  | ------------------------------------------------------------------



| |  |  | total or partial suspension of production;
| | - |  | ------------------------------------------



| |  |  | imposition of restrictions on operations, including costly new manufacturing requirements; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | refusal to approve pending BLAs or supplements to approved BLAs.
| | - |  | ----------------------------------------------------------------

Even if we do receive
regulatory approval to market a product candidate, any such approval may be subject to limitations on the indicated uses for which we may market the product. It is possible that none of our existing product candidates or any product candidates we
may seek to develop in the future will ever obtain the appropriate regulatory approvals necessary for us or our collaborators to commence product sales. Any delay in obtaining, or an inability to obtain, applicable regulatory approvals would prevent
us from commercializing our product candidates, generating revenues and achieving and sustaining profitability.



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Because our ddRNAi product candidates and BB-401,
our EGFR antisense RNA product candidate, are considered gene therapies, it is difficult to predict the time and cost of product candidate development as well as subsequently obtaining regulatory approval.

The clinical trial requirements of the FDA and comparable foreign regulatory authorities and the criteria these regulators use to determine
the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty and intended use and market of such product candidates. The regulatory approval process for novel product candidates such as ours can be
more expensive and take longer than for other pharmaceutical product candidates. The FDA and comparable foreign regulatory authorities have relatively limited experience with ddRNAi-based therapeutics, which makes it difficult to determine how long
it will take or how much it will cost to obtain regulatory approvals for our product candidates in the United States or other countries. We and our current collaborators, or any future collaborators, may never receive approval to market and
commercialize any product candidate. Even if we or a collaborator obtain regulatory approval, the approval may be for disease indications or patient populations that are not as broad as we intended or desired and may require labeling that includes
significant use or distribution restrictions or safety warnings.

Regulatory requirements governing gene and cell therapy products have
changed frequently and may continue to change in the future. For example, the FDA has established the Office of Tissues and Advanced Therapies (formerly Office of Cellular, Tissue and Gene Therapies) within its Center for Biologics Evaluation and
Research, or CBER, to consolidate the review of gene therapy and related products, and the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER on its review. Currently CBER is leading efforts to clarify how the FDA will foster
development of gene therapy through early interactions with sponsors, and will be providing educational materials to sponsors that describe this new approach. Gene therapy clinical trials conducted at institutions that receive funding for
recombinant DNA research from the United States National Institutes of Health, or the NIH, are also subject to review by the NIH Office of Biotechnology Activities Recombinant DNA Advisory Committee, or the RAC. Although the FDA decides
whether individual gene therapy protocols may proceed, the RAC review process can delay the initiation of a clinical trial, even if the FDA has reviewed the trial design and details and approved its initiation. Conversely, the FDA can put a proposed
biological product on clinical hold even if the RAC has provided a favorable review of the product. Also, before a clinical trial can begin at any institution, that institutions institutional review board, or IRB, and its institutional
biosafety committee, or IBC, if it has one, have to review the proposed clinical trial to assess the safety of the trial. In addition, adverse developments in clinical trials of gene therapy products conducted by others may cause the FDA or
comparable foreign regulatory bodies to change the requirements for approval of any of our product candidates.

These committees and
advisory groups and the new guidelines they promulgate and new requirements they may impose may lengthen the clinical development and regulatory review process, require us to perform additional studies, increase our development costs, lead to
changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these product candidates or lead to significant post-approval limitations or restrictions. As we advance our product candidates, we will be
required to consult with these regulatory committees and advisory groups, and comply with applicable guidelines and requirements as they may change from time to time. If we fail to do so, we may be required to delay or discontinue development of our
product candidates. These additional processes may result in a development, review and approval process that is longer than we otherwise would have expected for our product candidates. Delay or failure to obtain, or unexpected costs in obtaining,
the regulatory approval necessary to bring a potential product to market would delay or prevent us from commercializing our product candidates, generating revenues and achieving and sustaining profitability.

Positive results from preclinical studies of our product candidates are not necessarily predictive of the results of our planned
clinical trials of our product candidates.

Positive results in preclinical proof of concept and animal studies of our product
candidates may not result in positive results in clinical trials in humans. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive results in preclinical
development or early stage clinical trials, and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy
observations made in clinical trials, including adverse events. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfactorily
in preclinical studies and clinical trials nonetheless failed to obtain FDA or other regulatory authority approval. If we fail to produce positive results in our clinical trials of our product candidates, the development timeline and regulatory
approval and commercialization prospects for our product candidates, and, correspondingly, our business and financial prospects, would be negatively impacted.



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Issues that may impact delivery of our therapeutics to the cell could adversely affect or
limit our ability to develop and commercialize product candidates.

Successful clinical development of ddRNAi-based therapeutics
is largely dependent on using the appropriate delivery methodologies, including viral vectors, to obtain therapeutically relevant concentrations of the DNA constructs that express the shRNAs in the appropriate target cells. To develop effective
product candidates, we will need to license delivery technologies from third parties or develop delivery technologies with research collaborators. Similarly, delivery approaches for our EGFR antisense RNA HNSCC program may involve direct
intratumoral injection into the diseased tissues. Although delivery technologies, including AAV vectors, have been identified and are well defined for specific tissue types, we continue to seek vectors with ideal delivery properties for other
indications we are pursuing, including OPMD. The tissue tropism and other physical properties of AAV vectors are limited and may not be effective for other product candidates or delivery into a wide array of tissues types. AAV vectors can also
trigger immune responses in some patients, and those patients will not derive clinical benefit from administration of a product candidate unless steps are taken to clinically address the issue. If we or our collaborators are not successful in
identifying effective delivery methodologies to achieve a therapeutically relevant concentration for our product candidates in the target tissues, we may not succeed in developing marketable products. In addition, if we are unable to reach agreement
on favorable terms, or at all, with providers of any effective vectors that we do identify, we may not succeed in completing our clinical trials or commercializing our products on a timely or profitable basis, if at all. We have only one such
agreement in place that allows us to use a vector both for clinical trials and for commercialization, and that agreement is with respect to our program for the treatment of AMD.

We use AAV vectors as part of our ddRNAi approach for several indications. As such, we require licenses and the ability to manufacture large
quantities of AAV particles under the FDAs current good manufacturing practices, or cGMP, requirements and those of comparable foreign regulatory authorities in order to commercialize a product candidate using an AAV vector.

We may find it difficult to enroll patients in our current and any future clinical trials, and patients could discontinue their
participation in our current and any future clinical trials, which could delay or prevent our current and any future clinical trials of our product candidates and make those trials more expensive to undertake.

Identifying and qualifying patients to participate in current and any future clinical trials of our product candidates is critical to our
success. The timing of our clinical trials depends on the speed at which we can recruit patients to participate in testing our product candidates. Patients may be unwilling to participate in any future clinical trials because of negative publicity
from adverse events in the biotechnology, RNAi or gene therapy industries. Patients may be unavailable for other reasons, including competitive clinical trials for similar patient populations, and the timeline for recruiting patients, conducting
trials and obtaining regulatory approval of potential products may be delayed. If we have difficulty enrolling a sufficient number of patients to conduct any future clinical trials as planned, we may need to delay, limit or discontinue those
clinical trials. Clinical trial delays could result in increased costs, slower product development, setbacks in testing the safety and effectiveness of our technology or discontinuation of the clinical trials altogether.

We may not be able to identify, recruit and enroll a sufficient number of patients, or those with required or desired characteristics to
achieve diversity in a trial, to complete any future clinical trials in a timely manner. Patient enrollment is affected by factors including:



| |  |  | finding and diagnosing patients;
| | - |  | --------------------------------



| |  |  | severity of the disease under investigation;
| | - |  | --------------------------------------------



| |  |  | design of the clinical trial protocol;
| | - |  | --------------------------------------



| |  |  | size and nature of the patient population;
| | - |  | ------------------------------------------



| |  |  | eligibility criteria for the trial in question;
| | - |  | -----------------------------------------------



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| |  |  | perceived risks and benefits of the product candidate under study;
| | - |  | ------------------------------------------------------------------



| |  |  | proximity and availability of clinical trial sites for prospective patients;
| | - |  | ----------------------------------------------------------------------------



| |  |  | availability of competing therapies and clinical trials;
| | - |  | --------------------------------------------------------



| |  |  | clinicians and patients perceptions of the potential advantages of the product being studied in relation to other available therapies, including any new products that may be approved for the indications we
are investigating;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | patient referral practices of physicians; and
| | - |  | ---------------------------------------------



| |  |  | ability to monitor patients adequately during and after treatment.
| | - |  | ------------------------------------------------------------------

For example, we
experienced some difficulties in enrolling patients in our clinical trial of TT-034, which was discontinued for commercial reasons. These difficulties were due to several factors, including sudden changes in
patients viral load, liver enzymes and other clinical parameters immediately prior to their dosing, as well as late withdrawal due to personal reasons. We believe the increased availability of new and effective therapies such as Sovaldi and
Harvoni, which were approved for treatment of the hepatitis C virus in 2013 and 2014, respectively, and the fact that the early lower-dose cohort patients receive a sub-therapeutic dose of TT-034, may also have been contributing factors. We may face similar difficulties enrolling patients in future clinical trials for other product candidates for these and other reasons.

We or our collaborators plan to seek initial marketing approval for our product candidates in the United States, Australia and Europe. We may
not be able to initiate or continue any future clinical trials in a timely manner if we cannot enroll a sufficient number of eligible patients to participate in the clinical trials required by the FDA or comparable foreign regulatory agencies. Our
ability to successfully initiate, enroll and complete a clinical trial in any foreign country is subject to numerous risks unique to conducting business in foreign countries, including:



| |  |  | difficulty in establishing or managing relationships with contract research organizations, or CROs, clinical sites and physicians;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | different standards for the conduct of clinical trials;
| | - |  | -------------------------------------------------------



| |  |  | our inability to locate and engage qualified local consultants, physicians and partners; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the potential burden of complying with a variety of foreign laws, medical standards and regulatory requirements, including the regulation of biopharmaceutical and biotechnology products and treatments.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, patients enrolled in current and any future clinical trials may discontinue their participation at any time
during the trial as a result of a number of factors, including experiencing adverse events, which may or may not be judged related to our product candidates under evaluation. The discontinuation of patients in any one of our trials may cause us to
delay or discontinue our clinical trial, or cause the results from that trial not to be positive or sufficient to support either partnering with a pharmaceutical or biotechnology company to further develop and commercialize the product candidate or
filing for regulatory approval of the product candidate.

We may encounter substantial delays in current and any future clinical
trials or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities.

Before
obtaining marketing approval from regulatory authorities for the sale of any of our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Clinical trials are
expensive and time-consuming, and their outcome is uncertain. We cannot guarantee that any clinical trials will be initiated or conducted as planned or completed on schedule, if at all. A failure of one or more clinical trials can occur at any stage
of testing. Events that may prevent successful or timely completion of clinical development include:



| |  |  | inability to generate sufficient preclinical, toxicology or other data to support the initiation of human clinical trials;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



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| |  |  | delays in reaching consensus with regulatory agencies on trial design;
| | - |  | ----------------------------------------------------------------------



| |  |  | identifying, recruiting and training suitable clinical investigators;
| | - |  | ---------------------------------------------------------------------



| |  |  | delays in reaching agreement on acceptable terms with prospective CROs and clinical trial sites;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | delays in obtaining required IRB or IBC approval at each clinical trial site;
| | - |  | -----------------------------------------------------------------------------



| |  |  | delays in recruiting suitable patients to participate in our clinical trials;
| | - |  | -----------------------------------------------------------------------------



| |  |  | imposition of a clinical hold by regulatory agencies, including after an inspection of our clinical trial operations or trial sites;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure by our CROs, other third parties or us to adhere to clinical trial requirements;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | failure to perform in accordance with the FDAs good clinical practices, or GCP, or applicable regulatory requirements in other countries;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | inability to manufacture, test, release, import or export for use sufficient quantities of our product candidates for use in clinical trials;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure to manufacture our product candidate in accordance with cGMP requirements or applicable regulatory guidelines in other countries;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delays in the testing, validation and manufacturing of our product candidates;
| | - |  | ------------------------------------------------------------------------------



| |  |  | delays in the delivery of our product candidates to the clinical trial sites;
| | - |  | -----------------------------------------------------------------------------



| |  |  | delays in having patients complete participation in a trial or return for post-treatment follow-up;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | clinical trial sites dropping out of a trial;
| | - |  | ---------------------------------------------



| |  |  | occurrence of serious adverse events associated with the product candidate that are viewed to outweigh its potential benefits;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in regulatory requirements and guidance that require amending or submitting new clinical trial protocols; or
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | clinical trials of our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or discontinue product development programs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Further, a clinical trial may be suspended or discontinued by us, our collaborators, the IRBs or the IBCs at the sites in
which such trials are being conducted, the data safety monitoring board, or DSMB, for such trial, or by the FDA or comparable foreign regulatory authorities due to a number of factors, including the imposition of a clinical hold or termination of a
trial due to failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, unforeseen safety issues or adverse side effects of our product candidate, or a product candidate from another company that
shares similar properties, failure to demonstrate adequate benefit from using a product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. If we experience
discontinuation of, or delays in the completion of, any clinical trial of our product candidates, the commercial prospects of our product candidates may be harmed, and our ability to generate product revenues from any of these product candidates may
be eliminated or delayed. Furthermore, many of the factors that lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.



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In addition, if we or our third-party collaborators make significant manufacturing or formulation
changes to our product candidates, we or they may need to conduct additional studies to bridge the modified product candidates to earlier versions to ensure comparability, safety and efficacy of the two different product candidates.

Any inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability to
commercialize our programs and product candidates. Clinical trial delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before
we do, which could impair our ability to successfully commercialize our product candidates.

If the results of our current or any future
clinical trials are inconclusive or if there are safety concerns or adverse events associated with our product candidates, we may:



| |  |  | fail to obtain, or be delayed in obtaining, marketing approval for our product candidates;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | obtain approval for indications or patient populations that are not as broad as intended or desired;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | obtain approval with labeling that includes significant use or distribution restrictions or safety warnings;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | need to change the way the product is administered;
| | - |  | ---------------------------------------------------



| |  |  | be required to perform additional clinical trials to support approval or be subject to additional post-marketing testing requirements;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | have regulatory authorities withdraw their marketing approval of the product after granting it;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | have regulatory authorities impose restrictions on distribution of the product in the form of a risk evaluation and mitigation strategy, or REMS, or modified REMS, that limit our ability to commercialize the product;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | be subject to the addition of labeling statements, such as warnings or contraindications;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | be sued and held liable for harm caused to patients; or
| | - |  | -------------------------------------------------------



| |  |  | experience damage to our reputation.
| | - |  | ------------------------------------

Any of these events could prevent us from achieving or
maintaining market acceptance of our product candidates and impair our ability to commercialize our product candidates.

In addition,
principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and may receive cash or equity compensation in connection with such services. If these relationships and any related compensation
result in perceived or actual conflicts of interest, or the FDA concludes that the financial relationship may have affected the interpretation of any particular study, the integrity of the data generated at the applicable clinical trial site may be
questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay or rejection of any BLA we submit to the FDA or any comparable foreign regulating authorities. Any such delay or rejection could prevent us
from commercializing our product candidates.

Our product candidates and the process for administering our product candidates may
cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following any potential marketing
approval.

Treatment with our product candidates may produce undesirable side effects or adverse reactions or events. For example,
the AAV vector and related capsid protein, which we are currently using to deliver many of our ddRNAi product candidates, could cause adverse immunological side effects due to preexisting and/or recall responses to the naturally occurring virus from
which the vector is engineered, or to the DNA construct product itself. These responses may also interfere with therapeutic efficacy if not identified and managed optimally.



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Preexisting immune responses to AAV manifesting as neutralizing antibodies are common within the general population and may be a limitation to the enrollment of patients in gene therapy clinical
trials using AAV vectors, the successful use of AAV vectors in gene therapy clinical trials and the market acceptance of product candidates, if approved, that are delivered using AAV vectors. Patients with neutralizing antibodies to AAV will not
derive clinical benefit from administration of such a product candidate unless steps are taken to clinically address the issue and those treatments themselves may cause adverse effects. In previous clinical trials undertaken by other companies
involving systemic administration of AAV viral vectors for gene therapy, some subjects experienced adverse events, including the development of a negative T cell response against the AAV capsid protein. If our vectors cause similar adverse events,
we may be required to delay or discontinue further clinical development of our product candidates. It is also possible that we may discover new adverse events related to AAV or other vectors, which could potentially enhance the risk to patients who
use our product candidates delivered with that vector.

If any such adverse events occur, our current and any future clinical trials could
be suspended or discontinued and the FDA or comparable foreign regulatory authorities could order us to cease further development or deny approval of our product candidates for any or all targeted indications. The product-related side effects could
affect patient recruitment or the ability of enrolled patients to complete the trial. If we elect or are required to delay, suspend or discontinue any clinical trial of any of our product candidates, the commercial prospects of such product
candidates will be harmed and our ability to generate product revenues from any of these product candidates will be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly.

Additionally, if any of our biopharmaceutical product candidates receive marketing approval, the FDA could require us to adopt a REMS to
ensure that the benefits of the product outweigh its risks, which may include, among other things, a medication guide outlining the risks of gene therapies for distribution to patients and a communication plan to patients and healthcare
practitioners. Other elements to assure safe use in a mandated REMS could include, but are not limited to, restrictions upon distribution and prescribing, additional prescriber training, establishment of patient registries and other measures that
could limit commercialization of the product. Comparable foreign regulating authorities might require adoption of measures similar to a REMS. Furthermore, if we or others later identify undesirable side effects caused by our product candidate, a
number of potentially significant negative consequences could result, including:



| |  |  | regulatory authorities may withdraw approvals of such product candidate;
| | - |  | ------------------------------------------------------------------------



| |  |  | regulatory authorities may require additional warnings on the label;
| | - |  | --------------------------------------------------------------------



| |  |  | we may be required to create a medication guide outlining the risks of such side effects for distribution to patients;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | we may be required to change the way a product candidate is administered or conduct additional clinical trials;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | we could be sued and held liable for harm caused to patients; and
| | - |  | -----------------------------------------------------------------



| |  |  | our reputation may suffer.
| | - |  | --------------------------

Any of these events could prevent us from achieving or maintaining
market acceptance of our product candidates and could significantly harm our business, prospects, financial condition and results of operations.

If we are unable to successfully develop related diagnostics for our therapeutic product candidates, or experience significant delays in
doing so, we may not achieve marketing approval or realize the full commercial potential of our therapeutic product candidates.

We may develop related diagnostics for some of our therapeutic product candidates. Such related diagnostics are subject to regulation by the
FDA and comparable foreign regulatory authorities as medical devices and require separate regulatory approval or clearance prior to commercialization. Marketing approval or clearance of the diagnostic will require sufficient data to support its
safety and efficacy. In addition, at least in some cases, the FDA and comparable foreign regulatory authorities may require the development and regulatory approval or clearance of a related diagnostic as a condition to approving our therapeutic
product candidates. While we have some, limited experience in developing diagnostics, we plan to rely in large part on third parties to perform these functions. We may seek to enter into arrangements with one or more third parties to create a
related diagnostic for use with our current or future product candidates.



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If we or any third parties that we engage to assist us, are unable to successfully develop or
obtain marketing approval or clearance for related diagnostics for our therapeutic product candidates, or experience delays in doing so:



| |  |  | the development of relevant product candidates may be delayed or impaired altogether if we are unable to appropriately select patients for enrollment in our clinical trials;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our relevant therapeutic product candidate may not receive marketing approval if its effective use depends on a related diagnostic in the regulatory authoritys judgment; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not realize the full commercial potential of any therapeutic product candidates that receive marketing approval if, among other reasons, we are unable to appropriately identify patients with the specific genetic
alterations targeted by our therapeutic product candidates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If any of these events were to occur, our business would be
harmed.

Even if we complete the necessary preclinical studies and clinical trials, we cannot predict when or if we will obtain
regulatory approval to commercialize a product candidate or the approval may be for a more narrow indication than we expect.

We
cannot commercialize a product until the appropriate regulatory authorities have reviewed and approved the product candidate. Even if our product candidates demonstrate safety and efficacy in clinical trials, the regulatory agencies may not complete
their review processes in a timely manner, or we may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or comparable foreign regulatory authority recommends
non-approval or restrictions on approval. In addition, we may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in
regulatory agency policy during the period of product development, clinical trials and the review process. Regulatory agencies may also approve a treatment candidate for fewer or more limited indications than requested, may not approve the price we
intend to charge for our product candidate, may limit our ability to promote the product, may impose significant limitations upon the approval of the product, including, but not limited to, narrow indications, significant warnings, precautions or
contraindications with respect to conditions of use, or may grant approval subject to the performance of post-marketing studies. In addition, regulatory agencies may not approve the labeling claims that are necessary or desirable for the successful
commercialization of our product candidates. The FDA or comparable foreign regulatory authorities may impose a REMS or other conditions upon our approval that limit our ability to commercialize the product candidate.

Even if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory scrutiny.

Even if we obtain regulatory approval in a jurisdiction, the regulatory authority may still impose significant restrictions on the indicated uses or marketing
of our product candidates, or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. For example, the holder of an approved BLA is obligated to monitor and report to the FDA adverse events and any
failure of a product to meet the specifications in the BLA. FDA guidance advises that patients treated with some types of gene therapy undergo follow-up observations for potential adverse events for as long as
15 years. The holder of an approved BLA must also submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. Advertising and promotional materials must
comply with FDA rules and are subject to FDA review, in addition to other potentially applicable foreign, federal and state laws.

In
addition, product manufacturers and their establishments, products and applications are subject to payment of user fees and continual review and periodic inspections by the FDA and comparable foreign regulatory authorities for compliance with cGMP
and comparable foreign requirements, and adherence to commitments made in the BLA. If we or a regulatory agency discover previously unknown problems with a product such as adverse events of unanticipated severity or frequency, or problems with the
facility where the product is manufactured, a regulatory agency may impose restrictions relative to that product or the manufacturing facility, including requiring recall or withdrawal of the product from the market or suspension of manufacturing.



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If we fail to comply with applicable regulatory requirements following approval of any of our
product candidates, a regulatory agency may:



| |  |  | issue a warning letter asserting that we are in violation of the law;
| | - |  | ---------------------------------------------------------------------



| |  |  | seek an injunction or impose civil or criminal penalties or monetary fines;
| | - |  | ---------------------------------------------------------------------------



| |  |  | suspend or withdraw regulatory approval;
| | - |  | ----------------------------------------



| |  |  | suspend any ongoing clinical trials;
| | - |  | ------------------------------------



| |  |  | refuse to permit government reimbursement of our product by government-sponsored third-party payers;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | refuse to approve a pending BLA or supplements to a BLA submitted by us for other indications or new product candidates;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | seize our product; or
| | - |  | ---------------------



| |  |  | refuse to allow us to enter into or continue supply contracts, including government contracts.
| | - |  | ----------------------------------------------------------------------------------------------

Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could
generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and generate revenues.

Even if we obtain and maintain approval for our product candidates from the FDA, we may never obtain approval for our product candidates
outside of the United States, which would limit our market opportunities and adversely affect our business.

Approval of a product
candidate in the United States by the FDA does not ensure approval of such product candidate by regulatory authorities in other countries or jurisdictions, and approval by one foreign regulatory authority does not ensure approval by regulatory
authorities in other foreign countries or by the FDA. Sales of our product candidates outside of the United States will be subject to foreign regulatory requirements governing clinical trials and marketing approval. Even if the FDA grants marketing
approval for a product candidate, comparable regulatory authorities of foreign countries must also approve the manufacturing and marketing of the product candidates in those countries. Approval procedures vary among jurisdictions and can involve
requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials. In many countries outside the United States, a product candidate must be
approved for reimbursement before it can be approved for sale in that country. In some cases, the price that we intend to charge for our products, if approved, is also subject to approval. Even if a product candidate is approved, the FDA or
comparable regulatory authorities in other countries, as the case may be, may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming clinical trials or
reporting as conditions of approval. Regulatory authorities in countries outside of the United States also have requirements for approval of product candidates with which we must comply prior to marketing in those countries. Obtaining foreign
regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our product candidates in certain countries.

Further, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries. Regulatory approval of a
product candidate in one country does not ensure approval in any other country, but a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory approval process in other countries. Also, regulatory
approval for any of our product candidates may be withdrawn based on adverse events reported or regulatory decisions made in other countries. If we fail to comply with the regulatory requirements in international markets and/or fail to receive
applicable marketing approvals, our target market will be reduced, our ability to realize the full market potential of our product candidates will be compromised and our business may be adversely affected.



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Our future prospects may also depend on our or our collaborators ability to
successfully develop a pipeline of additional product candidates, and we and our collaborators may not be successful in efforts to use our platform technologies to identify or discover additional product candidates.

The success of our business depends primarily upon our ability to identify, develop and commercialize products based on our platform
technology. We do not have any products on the market and are early in our development efforts. All of our product candidates are in preclinical development or early clinical development. Our product candidates derived from our platform technology
may not successfully complete investigational new drug, or IND, enabling studies, and our research programs may fail to identify other potential product candidates for clinical development for a number of reasons. Our and our collaborators
research methodology may be unsuccessful in identifying potential product candidates, our potential product candidates may not demonstrate the necessary preclinical outcomes to progress to clinical studies, or our product candidates may be shown to
have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to receive marketing approval.

If any of these events occur, we may be forced to discontinue our development efforts for a program or programs. Research programs to identify
new product candidates require substantial technical, financial and human resources. We may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.

We may not be able to obtain orphan drug exclusivity, where relevant, in all markets for our product candidates.

Of our current pipeline product candidates, the only one designed for treatment of an indication that would likely qualify for rare disease
status is our ddRNAi therapeutic for the treatment of OPMD. Regulatory authorities in some jurisdictions, including the United States, may designate drugs or biological products for relatively small patient populations as orphan drugs. Under the
Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a product intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the United States.
The FDA may also designate a product as an orphan drug if it is intended to treat a disease or condition of more than 200,000 individuals in the United States and there is no reasonable expectation that the cost of developing and making a drug or
biological product available in the United States for this type of disease or condition will be recovered from sales of the product candidate.

Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has
such designation, the product is entitled to a period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same drug for such indication for that time period. The applicable period is seven years in
the United States. Orphan drug exclusivity may be lost if the FDA or EMA determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients
with the rare disease or condition.

In January 2017, the European Commission granted orphan drug designation status in the European Union
for BB-301, as an orphan medicinal product for the treatment of OPMD. Even if we obtain orphan drug exclusivity for a product in the United States or for additional products in the European Union, that
exclusivity may not effectively protect the product from competition because different drugs can be approved for the same condition, and the same drug could be approved for a different condition. Even after an orphan drug is approved, the FDA can
subsequently approve the same drug, made by a competitor, for the same condition if the FDA concludes that the competitive product is clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care.
In the European Union, the European Medicines Agency, or the EMA, can approve a competitive product if the orphan drug no longer meets the criteria for orphan designation (including sufficient profitability), if the competitive product is safer,
more effective or otherwise clinically superior, or if the orphan drug cannot be supplied in sufficient quantities.



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Risks Related to Our Reliance on Third Parties

Our prospects for successful development and commercialization of our products are dependent to varying degrees upon the research,
development, commercialization, and marketing efforts of our collaborators.

We rely on third parties for certain aspects of the
research, development, commercialization and marketing of our current and any future product candidates. Other than as provided for in our collaboration agreements, we have no control over the resources, time and effort that our collaborators may
devote to the development of product candidates. We are dependent on our collaborators to conduct some aspects of the research and development of each of our product candidates, and expect to need access to them to facilitate and/or to complete the
regulatory process. We will likely rely on a pharmaceutical company for the successful marketing and commercialization of any such product candidates for which they/we receive approval, if any. There can be no guarantee at this stage that we will
conclude a partnership with such a company on favorable terms, or at all, nor even if we do so, that success will be achieved.

Our
ability to recognize revenues from successful collaborations may be impaired by multiple factors including:



| |  |  | a collaborator may shift its priorities and resources away from our programs due to a change in business strategies, or a merger, acquisition, sale or downsizing of its company or business unit;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator may cease development in an area that is the subject of a collaboration agreement;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | a collaborator may change the success criteria for a particular program or product candidate in development, thereby delaying or ceasing development of such program or product candidate in development;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator with commercialization obligations may not commit sufficient financial or human resources to the marketing, distribution or sale of a product;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator with manufacturing responsibilities may encounter regulatory, resource or quality issues and be unable to meet demand requirements;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator may exercise its rights under the agreement to discontinue our collaboration;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | a dispute may arise between us and a collaborator concerning the development and commercialization of a product candidate in development, resulting in a delay in milestones, royalty payments, or discontinuation of a
program and possibly resulting in costly litigation or arbitration that may divert management attention and resources;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator may not adequately protect the intellectual property rights associated with a product candidate; and
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | a collaborator may use our proprietary information or intellectual property in such a way as to expose us to litigation from a third party.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

If our collaborators do not perform in the manner we expect or fulfill their responsibilities in a timely manner, or at all, the development,
regulatory and commercialization process could be delayed or discontinued or otherwise be unsuccessful. Conflicts between us and our collaborators may arise. In the event of discontinuation of one or more of our collaboration agreements, it may
become necessary for us to assume the responsibility for any such product candidates at our own expense or seek new collaborators. In that event, we likely would be required to limit the size and scope of one or more of our independent programs or
increase our expenditures and seek additional funding, which may not be available on acceptable terms or at all, and our business may be harmed.

We rely on third parties to conduct our preclinical studies, our current clinical trials and expect to rely on third parties to conduct
any future clinical trials. If these third parties do not meet our deadlines or otherwise conduct the studies as required, we may be delayed in progressing, or ultimately may not be able to progress, product candidates to clinical trials, our
clinical development programs could be delayed or unsuccessful, and we may not be able to commercialize or obtain regulatory approval for our product candidates when expected, or at all.

We do not have the ability to conduct all aspects of our preclinical testing or our current or any future clinical trials ourselves. We are
dependent on third parties to conduct the preclinical studies for our product candidates and will depend on third parties to conduct our current and any future clinical trials for our product candidates, and therefore the timing of the initiation
and completion of these trials and studies is reliant on third parties and may occur at times substantially different from our estimates or expectations.



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In the case of clinical trials, we expect to rely on CROs and third-party collaborators to
conduct any future clinical trials in accordance with our clinical protocols and regulatory requirements. We expect our CROs, investigators and third-party collaborators will play a significant role in the conduct of these trials and subsequent
collection and analysis of data. There is no guarantee that any CROs, investigators or the other third-party collaborators on which we rely for administration and conduct of our current and any future clinical trials will devote adequate time and
resources to such trials or perform as contractually required. If any of these third parties fails to meet expected deadlines, fails to adhere to our clinical protocols, fails to meet regulatory requirements or otherwise performs in a substandard
manner, any future clinical trials may be extended, delayed or terminated. If our current or any of our future clinical trial sites terminates for any reason, we may lose all of the information on subjects enrolled in any such clinical trials.

If we cannot contract with acceptable third parties on commercially reasonable terms, or if these third parties do not carry out their
contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our clinical development programs could be delayed or discontinued.

In all events, we are responsible for ensuring that each of our preclinical studies, our current clinical trials and any future clinical
trials are conducted in accordance with the general investigational plan and protocols for the study or trial. The FDA requires clinical trials to be conducted in accordance with current GCP, including for conducting, recording and reporting the
results of clinical trials to assure that data and reported results are credible and accurate and that the rights and confidentiality of clinical trial participants are protected. Our reliance on third parties that we do not control does not relieve
us of these responsibilities and requirements, and any failure to satisfy these responsibilities and requirements, whether caused by us or by third parties upon whom we rely, could have a material adverse effect on our business, financial condition,
results of operations and prospects.

Because we rely on third-party manufacturing and supply partners, our supply of research and
development, preclinical and clinical development materials may become limited or interrupted or may not be of satisfactory quantity or quality.

We rely on third-party supply and manufacturing partners to manufacture and supply the materials for our research and development and
preclinical and clinical study supplies. We do not own manufacturing facilities or supply sources for such materials.

There can be no
assurance that our supply of research and development, preclinical and clinical development biologics and other materials will not be limited, interrupted or restricted in certain geographic regions, be of satisfactory quality or continue to be
available at acceptable prices. Replacement of a third-party manufacturer could require significant effort, cost and expertise because there may be a limited number of qualified replacements.

The manufacturing process for a product candidate is subject to FDA and foreign regulatory authority review. Suppliers and manufacturers must
meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory standards, such as cGMP. In the event that any of our suppliers or
manufacturers fails to comply with such requirements or to perform its obligations to us in relation to quality, timing or otherwise, or if our supply of components or other materials becomes limited or interrupted for other reasons, we may be
forced to manufacture the materials ourselves or enter into an agreement with another third party, which would be costly and delay any future clinical trials.

In some cases, the technical skills or technology required to manufacture our product candidates may be unique or proprietary to the original
manufacturer and we may have difficulty, or there may be contractual restrictions prohibiting us from, transferring such skills or technology to another third party. These factors increase our reliance on our manufacturers and may require us to
obtain a license from a manufacturer in order to have another third-party manufacture our product candidates. If we are required to change manufacturers for any reason, we will be required to verify that the new manufacturer maintains facilities and
procedures that comply with quality standards and with all applicable regulations and guidelines of the FDA and comparable foreign regulatory authorities. The delays and costs associated with the verification of a new manufacturer could increase our
costs and delay the development of our product candidates.



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We expect to continue to rely on third-party manufacturers for preclinical and clinical grade
product candidates and if we receive regulatory approval for any product candidate. To the extent that we have existing, or enter into future, manufacturing arrangements with third parties, we will depend on these third parties to perform their
obligations in a timely manner consistent with contractual and regulatory requirements, including those related to quality control and assurance. If we are unable to obtain or maintain third-party manufacturing for product candidates, or to do so on
commercially reasonable terms, we may not be able to develop and commercialize our product candidates successfully. Our or a third partys failure to execute on our manufacturing requirements could adversely affect our business in a number of
ways, including:



| |  |  | an inability to conduct necessary preclinical studies to progress our product candidates to clinical trials;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | an inability to initiate or continue any future clinical trials of product candidates under development;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | delay in submitting regulatory applications, or receiving regulatory approvals, for product candidates;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | loss of the cooperation of a collaborator;
| | - |  | ------------------------------------------



| |  |  | subjecting our product candidates to additional inspections by regulatory authorities;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | requirements to cease distribution or to recall batches of our product candidates; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | in the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our products.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

We and our collaborators may disagree over our right to receive payments under our collaboration agreements, potentially resulting in
costly litigation and loss of reputation.

Our ability to receive payments under our collaboration agreements depends on our
ability to clearly delineate our rights under those agreements. We have out-licensed portions of our intellectual property to our collaborators with the intent that our collaborators will develop product
candidates based on our ddRNAi technology to address specific conditions, including HIV/AIDS, certain cancers, ocular diseases and genetic diseases and intractable neuropathic pain. However, a collaborator may use our intellectual property without
our permission, dispute our ownership of intellectual property rights, or argue that our intellectual property does not cover, or add value to, any product candidates they develop. If a dispute arises, it may result in costly patent office
procedures and litigation, and our collaborator may refuse to pay us while the dispute is ongoing. Furthermore, regardless of any resort to legal action, a dispute with a collaborator over intellectual property rights may damage our relationship
with that collaborator and may also harm our reputation in the industry. Even if we are entitled to payments from our collaborators, we may not actually receive these payments, or we may experience difficulties in collecting the payments to which we
believe we are entitled. After our collaborators launch commercial products containing our licensed traits, we will need to rely on the good faith of our collaborators to report to us the sales they earn from these products and to accurately
calculate the payments we are entitled to, a process that will involve complicated and difficult calculations. Although we seek to address these concerns in our collaboration agreements by reserving our right to audit financial records, such
provisions may not be effective.

We have only limited experience in regulatory affairs and intend to rely on consultants and other
third parties for regulatory matters, which may affect our ability or the time we require to obtain necessary regulatory approvals.

We have limited experience in filing and prosecuting the applications necessary to gain regulatory approvals for gene therapy or ddRNAi
product candidates. Moreover, the product candidates that are likely to result from our development programs are based on novel technologies that have not been extensively tested in humans. The regulatory requirements governing these types of
product candidates may be less well defined or more rigorous than for conventional products. As a result, we may experience a longer regulatory process in connection with obtaining regulatory approvals of any products that we develop. We intend to
rely on independent consultants for purposes of our regulatory compliance and product development and approvals in the United States and elsewhere. Any failure by our consultants to properly advise us regarding, or properly perform tasks related to,
regulatory compliance requirements could compromise our ability to develop and seek regulatory approval of our product candidates.



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Our reliance on third parties requires us to share our trade secrets, which increases the
possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

Because we rely
on third parties to manufacture our product candidates, and because we collaborate with various organizations and academic institutions on the advancement of our technology and product candidates, we may, at times, share trade secrets with them. We
seek to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with our
collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, such as trade
secrets. Despite these contractual provisions, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by potential competitors, are inadvertently incorporated into the technology of
others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, discovery by a third party of our trade secrets or
other unauthorized use or disclosure would impair our intellectual property rights and protections in our product candidates.

In
addition, these agreements typically restrict the ability of our collaborators, advisors, employees and consultants to publish data potentially relating to our trade secrets. Our academic collaborators typically have rights to publish data, provided
that we are notified in advance and may delay publication for a specified time in order to secure our intellectual property rights arising from the collaboration. In other cases, publication rights are controlled exclusively by us. In other cases we
may share these rights with other parties. Despite our efforts to protect our trade secrets, our competitors may discover our trade secrets, either through breach of these agreements, independent development or publication of information including
our trade secrets in cases where we do not have proprietary or otherwise protected rights at the time of publication.

Risks Related to
Commercialization of Our Product Candidates

We have not entered into agreements with any third-party manufacturers to support
commercialization of our product candidates. Additionally, no manufacturers have experience producing our product candidates at commercial levels, and any manufacturer that we work with may not achieve the necessary regulatory approvals or produce
our product candidates at the quality, quantities, locations and timing needed to support commercialization.

We have not yet
secured manufacturing capabilities for commercial quantities of our product candidates or established facilities in the desired locations to support commercialization of our product candidates. We intend to rely on third-party manufacturers for
commercialization, but have not entered into any agreements with such manufacturers to support our product candidates currently in development. We may be unable to negotiate agreements with third-party manufacturers to support our commercialization
activities on commercially reasonable terms.

We may encounter technical or scientific issues related to manufacturing or development that
we may be unable to resolve in a timely manner or with available funds. Currently, we do not have the capacity to manufacture our product candidates on a commercial scale. In addition, our product candidates are novel, and no manufacturer currently
has experience producing our product candidates on a large scale. If we are unable to engage manufacturing partners to produce our product candidates on a larger scale on reasonable terms, our commercialization efforts will be harmed.

Even if we timely develop a manufacturing process and successfully transfer it to the third-party manufacturers of our product candidates, if
such third-party manufacturers are unable to produce the necessary quantities of our product candidates, or do so in compliance with cGMP or with pertinent foreign regulatory requirements, and within our planned time frame and cost parameters, the
development and sales of our product candidates, if approved, may be impaired.



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If we are unable to enter into agreements with third parties to commercialize our product
candidates or establish sales and marketing capabilities to market and sell our product candidates, we may be unable to generate any revenues.

We currently have no sales and marketing organization and have no experience selling and marketing pharmaceutical products. To successfully
commercialize any product candidates that may be approved, we will need to develop these capabilities, either through our relationships with collaborators or our own. We may seek to enter into collaborations with other entities to utilize their
marketing and distribution capabilities, but we may be unable to enter into marketing agreements on favorable terms, if at all. If our future collaborators do not commit sufficient resources to commercialize our future products, if any, and we are
unable to develop the necessary marketing capabilities on our own, we will be unable to generate sufficient product revenue to sustain our business. The establishment and development of our own sales force or the establishment of a contract sales
force to market any products we may develop will be expensive and time-consuming and could delay any product launch. Moreover, we cannot be certain that we will be able to successfully develop this capability. We will be competing with many
companies that currently have extensive and well-funded marketing and sales operations to recruit, hire, train and retain marketing and sales personnel. We also face competition in our search for third parties to assist us with the sales and
marketing efforts of our product candidates. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

Physicians, patients, third-party payers or others in the medical community may not be receptive to our product candidates, and we may
not generate any future revenue from the sale or licensing of our product candidates.

Even if we obtain approval for a product
candidate, we may not generate or sustain revenue from sales of the product if the product cannot be sold at a competitive cost or if it fails to achieve market acceptance by physicians, patients, third-party payers or others in the medical
community. These market participants may be hesitant to adopt a novel treatment based on ddRNAi or antisense RNA technology, and we may not be able to convince the medical community and third-party payers to accept and use, or to provide favorable
reimbursement for, any product candidates developed by us or our existing or future collaborators. Market acceptance of our product candidates will depend on, among other factors:



| |  |  | the safety and efficacy of our product candidates;
| | - |  | --------------------------------------------------



| |  |  | our ability to offer our products for sale at competitive prices;
| | - |  | -----------------------------------------------------------------



| |  |  | the relative convenience and ease of administration of our product candidates;
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| |  |  | the prevalence and severity of any adverse side effects associated with our product candidates;
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| |  |  | the terms of any approvals and the countries in which approvals are obtained;
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| |  |  | limitations or warnings contained in any labeling approved by the FDA or comparable foreign regulatory authorities;
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| |  |  | conditions upon the approval imposed by FDA or comparable foreign regulatory authorities, including, but not limited to, a REMS;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the willingness of patients to try new treatments and of physicians to prescribe these treatments;
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| |  |  | the availability of government and other third-party payer coverage and adequate reimbursement; and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | availability of alternative effective treatments for the disease indications our product candidates are intended to treat and the relative risks, benefits and costs of those treatments.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Since we are focused on the emerging therapeutic modality of ddRNAi, these risks may increase if new competitors are able to market
ddRNAi-based therapeutics or if these treatments become less favored in the commercial marketplace. In addition, we believe that one of the benefits of our ddRNAi technology is the expected length of time of its effect. If our treatments do not have
a long-term effect after administration, such a development would likely significantly and adversely affect market acceptance of our product candidates, if approved.



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Additional risks apply in relation to any disease indications we pursue which are classified as
rare diseases and allow for orphan drug designation by regulatory agencies in major commercial markets, such as the United States or European Union. If pricing is not approved or accepted in the market at an appropriate level for any approved
product for which we pursue and receive an orphan drug designation, such product may not generate enough revenue to offset costs of development, manufacturing, marketing and commercialization despite any benefits received from the orphan drug
designation, such as market exclusivity, for a period of time. Orphan exclusivity could temporarily delay or block approval of one of our products if a competitor obtains orphan drug designation for its product first. However, even if we obtain
orphan exclusivity for one of our products upon approval, our exclusivity may not block the subsequent approval of a competitive product that is shown to be clinically superior to our product.

Market size is also a variable in disease indications not classified as rare. Our estimates regarding potential market size for any indication
may be materially different from what we discover to exist at the time we commence commercialization, if any, for a product, which could result in significant changes in our business plan and have a material adverse effect on our business, financial
condition, results of operations and prospects.

We face competition from entities that have developed or may develop product
candidates for our target disease indications, including companies developing novel treatments and technology platforms based on modalities and technology similar to ours. If these companies develop technologies or product candidates more rapidly
than we do or their technologies, including delivery technologies, are more effective, our ability to develop and successfully commercialize product candidates may be compromised.

The development and commercialization of pharmaceutical products is highly competitive. We compete with a variety of multinational
pharmaceutical companies and specialized biotechnology companies, as well as technology being developed at universities and other research institutions. Our competitors have developed, are developing or could develop product candidates and processes
competitive with our product candidates. Competitive therapeutic treatments include those that have already been approved and accepted by the medical community, patients and third-party payers, and any new treatments that enter the market.

There may be a significant number of products that are currently under development, and may become commercially available in the future, for
the treatment of conditions for which we are developing, and may in the future try to develop, product candidates.

This increasingly
competitive landscape may compromise the development of our product candidates. For example, improvements in the efficacy, delivery and success rates of competitors product candidates, in conjunction with a reduction in the price and duration
of their treatments, diminished partnering interest from pharmaceutical companies in our product candidate TT-034 for the treatment of the hepatitis C virus, or HCV. This caused us to announce in February 2016
the discontinuation of our program to develop TT-034 before the conclusion of its clinical trial.

We are aware of multiple companies that are working in the field of RNAi therapeutics, including Alnylam, Arbutus, Arrowhead, Silence
Therapeutics plc, RXi Pharmaceuticals Corporation, Quark Pharmaceuticals, Inc., Marina Biotech, Inc. and Dicerna. Arrowhead, Arbutus and Alnylam are all developing siRNA-based therapeutics for HBV. All of our current product candidates, if approved,
would compete with approved and currently marketed treatments.

In addition, our ddRNAi-based product candidates would compete with
antisense and other RNA-based pharmaceutical products currently under development. Like RNAi therapeutics, antisense products target mRNA with the objective of suppressing the activity of specific genes. The
development of antisense products is more advanced than that of RNAi therapeutics, and antisense technology may become the preferred technology for products that target mRNAs. Our HNSCC product candidate
BB-401 is based on antisense RNA technology.

Many of our competitors have significantly greater
financial, technical, manufacturing, marketing, sales and supply resources and experience than we have. If we successfully obtain approval for any product candidate, we will face competition based on many different factors, including the safety and
effectiveness of our products, the ease with which our products can be administered and the extent to which patients accept relatively new routes of administration, the timing and scope of regulatory approvals for these products, the availability
and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage and patent position.



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Competing products could present superior treatment alternatives, including by being more
effective, safer, less expensive or marketed and sold more effectively than any products we may develop. Competitive products may make any products we develop obsolete or non-competitive before we recover the
expense of developing and commercializing our product candidates. Such competitors could also recruit our employees, which could negatively impact our level of expertise and our ability to execute our business plan.

A variety of risks associated with international operations could hurt our business.

If any of our product candidates are approved for commercialization, it is our current intention to market them on a worldwide basis, either
alone or in collaboration with others. In addition, we conduct development activities in various jurisdictions throughout the world. We expect that we will be subject to additional risks related to engaging in international operations, including:



| |  |  | different regulatory requirements for approval of pharmaceutical products in foreign countries;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | reduced protection for intellectual property rights;
| | - |  | ----------------------------------------------------



| |  |  | unexpected changes in tariffs, trade barriers and regulatory requirements;
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| |  |  | economic weakness, including inflation, or political instability in particular foreign economies and markets;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;
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| |  |  | foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | workforce uncertainty in countries where labor unrest is more common than in Australia or the United States;
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| |  |  | production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters including earthquakes, typhoons, floods and fires.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

The insurance coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain coverage and
adequate reimbursement for any of our product candidates that are approved could limit our ability to market those products and compromise our ability to generate revenue.

The availability of coverage and adequate reimbursement by governmental and private payers is essential for most patients to be able to afford
expensive treatments. Sales of our product candidates will depend substantially, both in the United States and abroad, on the extent to which the costs of our product candidates will be paid by health maintenance, managed care, pharmacy benefit and
similar healthcare management organizations, or reimbursed by third-party payers. If reimbursement is not available, or is available only to limited levels, we may not be able to successfully commercialize our product candidates. Even if coverage is
provided, the reimbursement amounts approved by third-party payers may not be high enough to allow us to establish or maintain pricing sufficient to realize a return on our investment.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the
principal decisions about reimbursement for new medicines are typically made by the Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what
extent a new medicine will be covered and reimbursed under Medicare. Private payers tend to follow CMS to a substantial degree. It is difficult to predict what CMS will decide with respect to reimbursement for fundamentally novel products such as
ours, as there is no body of established practices and precedents for these new products.



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The intended use of a biopharmaceutical product by a physician can also affect pricing. For
example, CMS could initiate a National Coverage Determination administrative procedure, by which the agency determines which uses of a therapeutic product would and would not be reimbursable under Medicare. This determination process can be lengthy,
thereby creating a long period during which the future reimbursement for a particular product may be uncertain.

Outside the United
States, international operations are generally subject to extensive governmental price controls and other market regulations, and we believe the increasing emphasis on cost-containment initiatives in Europe, Canada and other countries is likely to
put pressure on the pricing and usage of any of our product candidates that may be approved for marketing in the future. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health
systems. In general, the prices of medicines under such systems can be substantially lower than in the United States. Other countries allow companies to fix their own prices for medicines, but monitor and control company profits. In some countries,
we or our collaborators may be required to conduct a clinical trial or other studies that compare the cost-effectiveness of our product candidates to other available therapies in order to obtain or maintain reimbursement or pricing approval.
Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our products may be
reduced compared with the United States and may be insufficient to generate commercially reasonable revenue and profits.

Moreover,
increasing efforts by governmental and other third-party payers, in the United States and abroad, to cap or reduce healthcare costs, have resulted in legislation and reforms such as, in the United States, the Patient Protection and Affordable Care
Act of 2010, as amended by the Health Care Education Reconciliation Act, or the ACA. The ACA may cause such organizations to limit both coverage and level of reimbursement for new products approved and, as a result, they may not cover or provide
adequate payment for our product candidates. In addition, other legislative changes have been adopted since the ACA was enacted. These changes included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year effective
April 2013 that, due to subsequent legislative amendments to the statute, will stay in effect through 2024 unless additional Congressional action is taken. Additionally, in January 2013, former President Obama signed into law the American Taxpayer
Relief Act of 2012, which, among other things, reduced Medicare payments to several providers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws may
result in additional reductions in Medicare and other healthcare funding, which could negatively affect coverage or reduce the reimbursement for any of our product candidates that receive regulatory approval.

We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed
healthcare, the increasing influence of health maintenance organizations and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription pharmaceutical products and surgical procedures and other
treatments, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products. We cannot predict what healthcare reform initiatives may be adopted in the future. Further federal, state and foreign
legislative and regulatory developments are likely, and we expect ongoing initiatives to increase pressure on biopharmaceutical product pricing. Such reforms could depress pricing for any product candidates that we may successfully develop and for
which we may obtain regulatory approval and may negatively affect our overall financial condition and ability to develop additional product candidates.

Our relationships with third-party payers, healthcare professionals and customers in the United States and elsewhere may be subject,
directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, health information privacy and security and other healthcare laws and regulations, which could expose us to significant penalties.

Our relationships with third-party payers, healthcare professionals and customers may expose us to broadly applicable fraud and abuse and
other healthcare laws and regulations, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act, that may constrain the business or financial arrangements and relationships through which we sell, market and
distribute any biopharmaceutical products for which we obtain marketing approval. In addition, we may be subject to transparency laws and patient privacy regulation by the federal government and by the U.S. states and foreign jurisdictions in which
we conduct our business. The applicable federal, state and foreign healthcare laws and regulations that may affect our ability to operate include, but are not limited to, the following:



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| |  |  | the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in
kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and
Medicaid;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | federal civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against
individuals or entities for knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or
conceal an obligation to pay money to the federal government;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, executing a scheme to defraud any healthcare benefit program or
making false statements relating to healthcare matters;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose obligations on covered healthcare providers,
health plans and healthcare clearinghouses, as well as their business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy,
security and transmission of individually identifiable health information;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the federal Open Payments program, created under the ACA, and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under
Medicare, Medicaid or the Childrens Health Insurance Program, with specific exceptions, to report annually to the CMS information related to payments or other transfers of value made to physicians, and applicable group purchasing organizations
to report annually to CMS ownership and investment interests held by the physicians and their immediate family members by the 90th day of each subsequent calendar year, and disclosure of such information will be made by CMS on a publicly available
website; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payers, including private insurers; state and foreign laws that require biopharmaceutical or biotechnology companies to comply with the industry voluntary compliance guidelines and the
relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers; state and foreign laws that require biopharmaceutical or biotechnology manufacturers to report information
related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which
differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations may involve
substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and
regulations. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, including, without
limitation, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, which could have a material adverse effect
on our business. If any of the physicians or other healthcare providers or entities with whom we expect to do business is found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions,
including exclusions from participation in government healthcare programs, which could also materially affect our business.



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Negative public opinion and increased regulatory scrutiny of gene therapy and genetic
research may damage public perception of our product candidates or compromise our ability to conduct our business or obtain regulatory approvals for our product candidates.

Gene therapy remains a novel technology and no gene therapy product utilizing ddRNAi has been approved to date in the United States. Public
perception may be influenced by claims that gene therapy is unsafe, and gene therapy may not gain the acceptance of the public or the medical community. In particular, our success will depend upon physicians specializing in the treatment of those
diseases that our product candidates target prescribing treatments that involve the use of our product candidates in lieu of, or in addition to, existing treatments they are already familiar with and for which greater clinical data may be available.
More restrictive government regulations or negative public opinion would have a negative effect on our business or financial condition and may delay or impair the development and commercialization of our product candidates or demand for any products
we may develop. Our product candidates, including our viral delivery systems, could produce adverse events. Adverse events in our clinical trials or following approval of any of our product candidates, even if not ultimately attributable to our
product candidates, could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of our product candidates, stricter labeling requirements for those product candidates that
are approved and a decrease in demand for any such product candidates.

Risks Related to Our Business Operations

We may not successfully engage in strategic transactions or enter into new collaborations, which could adversely affect our ability to
develop and commercialize product candidates, impact our cash position, increase our expenses and present significant distractions to our management.

From time to time, we may consider additional strategic transactions, such as collaborations, acquisitions, asset purchases or sales and out- or in-licensing of product candidates or technologies. In particular, we will evaluate and, if strategically attractive, seek to enter into additional collaborations,
including with major biotechnology or pharmaceutical companies. The competition for collaborators is significant, and the negotiation process is time-consuming and complex. Any new collaboration may be on terms that are not optimal for us, and we
may not be able to maintain any new or existing collaboration if, for example, development or approval of a product candidate is delayed, sales of an approved product candidate do not meet expectations or the collaborator discontinues the
collaboration. Any such collaboration, or other strategic transaction, may require us to incur non-recurring or other charges, increase our expenditures, pose significant integration or implementation
challenges or disrupt our management or business.

These transactions would entail numerous operational and financial risks, including
exposure to unknown liabilities, incurrence of substantial debt or dilutive issuances of equity securities to pay transaction consideration or costs, higher than expected collaboration, acquisition or integration costs, write-downs of assets or
goodwill or impairment charges, increased amortization expenses, difficulty and cost in facilitating the collaboration or combining the operations and personnel of any acquired business, impairment of relationships with key suppliers, manufacturers
or customers of any acquired business due to changes in management and ownership and the inability to retain key employees of any acquired business.

Accordingly, although there can be no assurance that we will undertake or successfully complete any additional transactions of the nature
described above, any transactions that we do complete may be subject to the foregoing or other risks and have a material adverse effect on our business, results of operations, financial condition and prospects. Conversely, any failure to enter any
collaboration or other strategic transaction that would be beneficial to us could delay and make more expensive the development and potential commercialization of our product candidates and have a negative impact on the competitiveness of any
product candidate that reaches market.



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Any inability to attract and retain qualified key management and technical personnel would
impair our ability to implement our business plan.

Our success largely depends on the continued service of key management and
other specialized personnel, including Mr. Gregory West (Chief Executive Officer) and Dr. David Suhy, PhD (Chief Scientific Officer). The loss of one or more members of our management team or other key employees or advisors could delay or
increase the cost of our research and development programs and materially harm our business, financial condition, results of operations and prospects. The relationships that our key managers have cultivated within our industry make us particularly
dependent upon their continued employment with us. We are dependent on the continued service of our technical personnel because of the highly technical nature of our product candidates and the specialized nature of the regulatory approval process
for our product candidates. Because our management team and key employees are not obligated to provide us with continued service, they could terminate their employment with us at any time without penalty. We do not maintain key person life insurance
policies on any of our management team members or key employees. Our future success will depend in large part on our continued ability to attract and retain other highly qualified scientific, technical and management personnel, as well as personnel
with expertise in clinical testing, manufacturing, governmental regulation and commercialization. We face competition for personnel from other companies, universities, public and private research institutions, government entities and other
organizations.

Our collaborations with outside scientists and consultants may be subject to restriction and change.

We work with medical experts, chemists, biologists and other scientists at academic and other institutions, and consultants who assist us in
our research, development and regulatory efforts, including the members of our scientific advisory board. In addition, these scientists and consultants have provided, and we expect that they will continue to provide, valuable advice regarding our
programs and regulatory approval processes. These scientists and consultants are not our employees and may have other commitments that would limit their future availability to us. If a conflict of interest arises between their work for us and their
work for another entity, we may lose their services. In addition, we are limited in our ability to prevent them from establishing competing businesses or developing competing products. For example, if a key scientist acting as a principal
investigator in any of our future clinical trials identifies a potential product or compound that is more scientifically interesting to his or her professional interests, his or her availability to remain involved in any future clinical trials could
be restricted or eliminated.

We may experience difficulties in managing our growth and expanding our operations.

We have limited experience in development and commercialization of pharmaceutical products. As our product candidates continue to advance
through preclinical studies and any future clinical trials and potentially toward regulatory approval and commercial sale, we will need to expand our development, regulatory, manufacturing and sales capabilities or contract with other organizations
to provide these capabilities for us. In the future, we expect to have to manage additional relationships with collaborators or partners, suppliers and other organizations. Our ability to manage our operations and future growth will require us to
continue to improve our operational, financial and management controls, reporting systems and procedures. We may not be able to implement improvements to our management information and control systems in an efficient or timely manner and may
discover deficiencies in existing systems and controls.

Our employees, independent contractors, principal investigators, CROs,
consultants and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and insider trading.

We are exposed to the risk of fraud or other misconduct by our employees, independent contractors, principal investigators, CROs, consultants,
commercial partners and vendors. Misconduct by these parties could include intentional failures to comply with the regulations of the FDA and comparable foreign regulators, provide accurate information to the FDA and comparable foreign regulators,
comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the
healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting,
marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct could also involve the improper use of information obtained in the course of any future clinical trials, which could result in
regulatory sanctions and cause serious harm to our reputation. We have adopted a code of conduct applicable to all of our employees, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and
prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any
such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative
penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations,
any of which could adversely affect our ability to operate our business and our results of operations.



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We face potential product liability, and, if successful claims are brought against us, we
may incur substantial liability and costs. If the use of our product candidates harms patients, or is perceived to harm patients even when such harm is unrelated to our product candidates, our regulatory approvals could be revoked or otherwise
negatively impacted and we could be subject to costly and damaging product liability claims.

The use of our product candidates in
clinical trials and the sale of any products for which we may in the future obtain marketing approval exposes us to the risk of product liability claims. Product liability claims might be brought against us by consumers, healthcare providers,
pharmaceutical companies or others selling or otherwise coming into contact with our product candidates. There is a risk that our product candidates may induce adverse events. If we cannot successfully defend against product liability claims, we
could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:



| |  |  | impairment of our business reputation;
| | - |  | --------------------------------------



| |  |  | withdrawal of clinical trial participants;
| | - |  | ------------------------------------------



| |  |  | costs due to related litigation;
| | - |  | --------------------------------



| |  |  | distraction of managements attention from our primary business;
| | - |  | ----------------------------------------------------------------



| |  |  | substantial monetary awards to patients or other claimants;
| | - |  | -----------------------------------------------------------



| |  |  | the inability to commercialize our product candidates;
| | - |  | ------------------------------------------------------



| |  |  | decreased demand for our product candidates, if approved for commercial sale; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | increased cost, or impairment of our ability, to obtain or maintain product liability insurance coverage.
| | - |  | ---------------------------------------------------------------------------------------------------------

We carry combined public and products liability (including human clinical trials extension) insurance of A$20 million per occurrence with
a A$20 million aggregate limit.We believe our product liability insurance coverage is sufficient in light of our current clinical programs. However, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient
amounts to protect us against losses due to liability. If we obtain marketing approval for any product candidates, we intend to expand our insurance coverage to include the sale of commercial products, but we may not be able to obtain or maintain
product liability insurance on commercially reasonable terms or in adequate amounts. On occasion, large judgments have been awarded against other pharmaceutical companies in class action lawsuits based on pharmaceutical products, or medical
treatments that had unanticipated adverse effects. A successful product liability claim or series of claims brought against us could cause the price of the ADSs and Warrants to decline and, if judgments exceed our insurance coverage, could
materially and adversely affect our financial position.

During the course of treatment, patients may suffer adverse events, including
death, for reasons that may be related to our product candidates. Such events could subject us to costly litigation, require us to pay substantial amounts of money to injured patients, delay, negatively impact or end our opportunity to receive or
maintain regulatory approval to market our products, or require us to suspend or discontinue our commercialization efforts. Even in a circumstance in which we do not believe that an adverse event is related to our product candidate, the
investigation into the circumstance may be time-consuming or inconclusive. These investigations may harm our reputation, delay our regulatory approval process, limit the type of regulatory approvals our product candidates receive or maintain, and
compromise the market acceptance of any of our product candidates that may in the future receive regulatory approval. As a result of these factors, a product liability claim, even if successfully defended, could hurt our business and impair our
ability to generate revenue.



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We and our development partners, third-party manufacturers and suppliers use biological
materials and may use hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.

We and our development partners, third-party manufacturers and suppliers may use hazardous materials, including chemicals and biological
agents and compounds that could be dangerous to human health and safety or the environment. Our operations and the operations of our third-party manufacturers and suppliers also produce hazardous waste products. National, state and local laws and
regulations in the United States, Australia and other countries govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes. Compliance with applicable environmental laws and regulations may be expensive,
and current or future environmental laws and regulations may impair our product development and commercialization efforts. In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. We do
not carry specific biological or hazardous waste insurance coverage, and our property, casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or
contamination. Accordingly, in the event of contamination or injury, we could be held liable for damages or be penalized with fines in an amount exceeding our resources, and any future clinical trials, regulatory approvals or product
commercialization progress could be suspended.

We may use our limited financial and human resources to pursue a particular research
program or product candidate and fail to capitalize on programs or product candidates that may be more profitable or for which there is a greater likelihood of success.

Because we have limited resources, we may forego or delay pursuit of opportunities with certain programs or product candidates or for
indications that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current and future research and
development programs for product candidates may not yield any commercially viable products. If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that
product candidate through strategic collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to such product candidate, or we may
allocate internal resources to a product candidate in a therapeutic area in which it would have been more advantageous to enter into a collaboration arrangement.

Our internal computer and information technology systems, or those of our collaborators and other development partners, third-party CROs
or other contractors or consultants, may fail or suffer security breaches, which could result in a disruption of our product development programs.

Despite the implementation of security measures, our internal computer and information technology systems and those of our current and any
future CROs and other contractors, consultants and collaborators are vulnerable to damage from computer viruses, cyber-attacks, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such events could
cause interruptions of our operations. While we have not experienced any material system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a disruption of our
development programs and our business operations, whether due to a loss of our trade secrets or other similar disruptions. For example, the loss of clinical trial data from ongoing or future clinical trials or data from preclinical studies could
result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on third parties to manufacture our product candidates and will rely on third parties to conduct future
clinical trials, and similar events relating to their computer systems could also have similar consequences to our business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or
inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development and commercialization of our product candidates could be delayed and become more expensive.

Our current laboratory operations are concentrated in one location and any events affecting this location may seriously compromise our
ability to operate our business and continue the development of our product candidates.

Our current laboratory operations are
located in our facility situated in Hayward, California. Any unplanned event, such as flood, fire, explosion, earthquake, extreme weather condition, medical epidemics, power shortage, telecommunication failure or other natural or manmade accidents
or incidents that result in us being unable to fully utilize the facility, may compromise our ability to operate our business, particularly on a daily basis, cause us financial losses and inhibit or delay our continued development of our product
candidates.



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Loss of access to this facility may result in increased costs, delays in the development of our product candidates or interruption of our business operations. As part of our risk management
policy, we maintain insurance coverage at levels that we believe are appropriate for our business. However, in the event of an accident or incident at this facility, we cannot assure you that the amounts of insurance will be sufficient to satisfy
any damages and losses. If our facility is unable to operate because of an accident or incident or for any other reason, even for a short period of time, any or all of our research and development programs may be harmed. Any business interruption
may have a material adverse effect on our business, financial position, results of operations and prospects.

The investment of our
cash and cash equivalents is subject to risks which may cause losses and affect the liquidity of these investments.

As of
June 30, 2017, we had A$17.4 million in cash and cash equivalents. We historically have invested substantially all of our available cash and cash equivalents, including the net proceeds of our U.S. initial public offering, in cash deposits
meeting the criteria of our investment policy, which is focused on the preservation of our capital. These investments are subject to general credit, liquidity, market and interest rate risks. We may realize losses in the fair value of these
investments, which would have a negative effect on our financial results. In addition, should our investments cease paying or reduce the amount of interest paid to us, our interest income would suffer. The market risks associated with our investment
portfolio may have an adverse effect on our results of operations, liquidity and financial condition.

Our ability to utilize our
net operating losses and certain other tax attributes may be limited.

We have substantial carried forward tax losses which may
not be available to offset any future assessable income. In order for an Australian corporate taxpayer to carry forward and utilize tax losses, the taxpayer must pass either the continuity of ownership test, or COT, or, if it fails the COT, the same
business test, or SBT, in respect of relevant tax losses.

We have not carried out any analysis as to whether we have met the COT or,
failing the COT, the SBT over relevant periods.In addition, future shareholding changes may result in a significant ownership change for us. It is therefore uncertain as to whether any of our tax losses carried forward as of June 30,
2017 will be available to be carried forward and available to offset our assessable income, if any, in future periods.

Risks Related
to Our Intellectual Property

If we are unable to obtain or protect intellectual property rights related to our product
candidates, we may not be able to obtain exclusivity for our product candidates or prevent others from developing similar competitive products.

We rely upon a combination of patents, know-how, trade secret protection and confidentiality
agreements to protect the intellectual property related to our product candidates.

The patent application process, also known as patent
prosecution, is expensive and time-consuming, and we and our current or future licensors and licensees may not be able to prepare, file, and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is
also possible that we or our current licensors or licensees, or any future licensors or licensees, will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to
obtain patent protection on them. Therefore, our patents and patent applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. It is possible that defects of form in the preparation or filing of
our patents or patent applications may exist, or may arise in the future, for example with respect to proper priority claims, inventorship, claim scope, patent term adjustments, etc., although we are unaware of any such defects. If we or our current
licensors or licensees, or any future licensors or licensees, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current licensors or licensees, or any future
licensors or licensees, are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. If there are material defects in the form or preparation of our
patents or patent applications, such patents or applications may be invalid and unenforceable. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.



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The strength of patents in the biotechnology and pharmaceutical field involves complex legal and
scientific questions and can be uncertain. The patent applications that we own or in-license may fail to result in issued patents with claims that cover our product candidates in the United States or other
jurisdictions. In addition, we cannot guarantee that any patents will issue from any pending or future patent applications owned by or licensed to us. There is no assurance that all of the potentially relevant prior art relating to our patents and
patent applications has been found. If such prior art exists, it can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue and even if such patents cover our product candidates,
third parties may initiate opposition, interference, re-examination, post-grant review, inter partes review, nullification or derivation action in court or before patent offices or similar proceedings
challenging the validity, enforceability or scope of such patents, which may result in the patent claims being narrowed or invalidated. For example, three of our patents licensed from CSIRO that expire in 2019 have been subject to oppositions before
the European Patent Office (EPO), and these oppositions have resulted in appealable decisions to maintain one of the European patents and to revoke two others. Each of those EPO decisions has been appealed. One of the appeals filed by CSIRO has been
dismissed and the relevant European patent was revoked. The remaining two appeals are still underway and we cannot know whether these appeals, if carried through, will be decided favorably for us. Furthermore, even if our patents and patent
applications are unchallenged, they may not adequately protect our intellectual property, provide exclusivity for our product candidates or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent
competition from third parties.

If the patent applications we hold or have in-licensed with
respect to our programs or product candidates fail to issue, or are revoked, if the breadth or strength of our patent protection is threatened, or if our patent portfolio fails to provide meaningful exclusivity for our product candidates, it could
dissuade companies from collaborating with us to develop product candidates and threaten our ability to commercialize future products. Any successful opposition to any patents owned by or licensed to us could deprive us of rights necessary for the
successful commercialization of any product candidates that we may develop. Further, if we encounter delays in regulatory approvals, the period of time during which we could market a product candidate under patent protection could be reduced. Since
patent applications in the United States and most other countries are confidential for a period of time after filing, and some remain so until issued, we cannot be certain that we or our licensors were the first to file any patent application
related to a product candidate. Furthermore, if third parties have filed such patent applications before March 16, 2013, an interference proceeding in the United States can be initiated by such third parties to determine who was the first to
invent any of the subject matter covered by the patent claims of our applications. If third parties have filed such applications on or after March 16, 2013, a derivation proceeding in the United States can be initiated by such third parties to
determine whether our invention was derived from theirs. Even where we have a valid and enforceable patent, we may not be able to exclude others from practicing our invention where the other party can show that they used the invention in commerce
before our filing date or the other party benefits from a compulsory license. In addition, patents have a limited lifespan. In the United States, the natural expiration of a patent is generally 20 years after it is filed. Various extensions may be
available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired for a product, we may be open to competition from competitive medications,
including biosimilar or generic medications. This risk is material in light of the length of the development process of our products and lifespan of our current patent portfolio.

In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce and any other elements of our product candidate discovery and development processes that involve
proprietary know-how, information or technology that is not covered by patents. However, trade secrets can be difficult to protect. What constitutes a trade secret and what protections are available for trade
secrets varies from state to state in the United States and country by country worldwide. We seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific
advisors and contractors. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. Security
measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. Although we expect all of our employees and consultants to
assign their inventions to us, and all of our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or technology to enter into confidentiality
agreements, we cannot provide any assurances that all such agreements have been duly executed or that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our
trade secrets or independently develop substantially equivalent information and techniques.



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Misappropriation or unauthorized disclosure of our trade secrets can be difficult to detect, could impair our competitive position and may have a material adverse effect on our business.
Additionally, if the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret. In addition, others may independently discover our trade secrets and
proprietary information. For example, the FDA, as part of its Transparency Initiative, is currently considering whether to make additional information publicly available on a routine basis, including information that we may consider to be trade
secrets or other proprietary information, and it is not clear at the present time how the FDAs disclosure policies may change in the future, if at all.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the
outcome is unpredictable. Further, the laws of some foreign countries such as India and China do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant
problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent material disclosure of the non-patented intellectual property related to our
technologies to third parties, and there is no guarantee that we will have any such enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our markets.

We rely on license relationships with a number of third parties for portions of our intellectual property, including platform technology
patents relating to our ddRNAi technology. This arrangement could restrict the scope and enforcement of our intellectual property rights and limit our ability to successfully commercialize current and future product candidates.

We have in-licensed certain ddRNAi-related and antisense RNA intellectual property from third-party
licensors. We rely on some of these third parties to file and prosecute patent applications and maintain patents and otherwise protect the intellectual property we license. We have not had and do not have primary control over these activities for
certain of our patents or patent applications and other intellectual property rights we license, and therefore cannot guarantee that these patents and applications will be prosecuted or enforced in a manner consistent with the best interests of our
business. We cannot be certain that such activities by third parties have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.
Additionally, we may not be able to control the publication or other disclosures of research carried out by our licensors relating to technology that could otherwise prove patentable. Pursuant to the terms of some of our license agreements with
third parties, some of our third-party licensors have the right, but not the obligation, to control enforcement of our licensed patents or defense of any claims asserting the invalidity of these patents. Even if we are permitted to pursue such
enforcement or defense, we will require the cooperation of our licensors, and cannot guarantee that we would receive it and on what terms. We cannot be certain that our licensors will allocate sufficient resources or prioritize their or our
enforcement of such patents or defense of such claims to protect our interests in the licensed patents. If we cannot obtain patent protection, or enforce existing or future patents against third parties, our competitive position and our financial
condition could suffer.

Third-party claims of intellectual property infringement may prevent or delay our development and
commercialization efforts.

Our commercial success depends in part on our avoiding infringement of the patents and proprietary
rights of third parties. There is a substantial amount of litigation, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent
infringement lawsuits, interferences, oppositions and inter partes review proceedings before the USPTO, and corresponding foreign patent offices. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third
parties, exist in the fields in which we are pursuing development candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may be subject to claims of
infringement of the patent rights of third parties.

Third parties may assert that we are employing their proprietary technology without
authorization. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of our product candidates. Because patent applications
can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our product candidates may be accused of infringing. In addition, third parties may obtain patents in the future and claim
that use of our technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of any of our product candidates, any DNA constructs formed during the
manufacturing process or any final product itself, the holders of any such patents may be able to



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block our ability to commercialize such product candidate unless we obtained a license under the applicable patents, or until such patents expire. Similarly, if any third-party patents were held
by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate
unless we obtained a license or until such patent expires. In either case, such a license may not be available on commercially reasonable terms or at all.

Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop
and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of management and employee resources from our business. In
the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more
licenses from third parties, which may be impossible or require substantial time and monetary expenditure. Even if a license can be obtained on acceptable terms, the rights may be non-exclusive, which could
give our competitors access to the same technology or intellectual property rights licensed to us. If we fail to obtain a required license, we may be unable to effectively market product candidates based on our technology, which could limit our
ability to generate revenue or achieve profitability and possibly prevent us from generating revenue sufficient to sustain our operations.

We may not be successful in obtaining or maintaining necessary rights to gene therapy product components and processes for our
development pipeline through acquisitions and in-licenses.

Presently we have rights to
intellectual property to develop our current gene therapy product candidates. However, our product candidates may require specific formulations to work effectively and efficiently and rights to such formulations may be held by others. In addition,
we may need additional intellectual property rights as we develop future therapy product candidates. We may be unable to acquire or in-license any compositions, methods of use, processes or other third-party
intellectual property rights from third parties that we identify on terms that we find acceptable, or at all. The licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies
are also pursuing strategies to license or acquire third-party intellectual property rights that we may consider attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical
development and commercialization capabilities.

For example, we sometimes collaborate with U.S. and foreign academic institutions to
accelerate our preclinical research or development under written agreements with these institutions. Typically, these institutions provide us with an option to negotiate a license to any of the institutions rights in technology resulting from
the collaboration. Regardless of such right of first negotiation for intellectual property, we may be unable to negotiate a license within the specified time frame or under terms that are acceptable to us. If we are unable to do so, the institution
may offer the intellectual property rights to other parties, potentially blocking our ability to pursue our program.

In addition,
companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on our
investment. If we are unable to successfully obtain rights to required third-party intellectual property rights, our business, financial condition and prospects for growth could suffer.

We may enter into license agreements with third parties, and if we fail to comply with our obligations in such agreements under which we
license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

We may need to obtain licenses from third parties to advance our research or allow commercialization of our product candidates, and we have
done so from time to time. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we may be required to expend significant time and resources to develop or license replacement technology.
If we are unable to do so, we may be unable to develop or commercialize the affected product candidates.



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In many cases, patent prosecution of our in-licensed
technology is controlled solely by the licensor. If our licensors fail to obtain and maintain patent or other protection for the proprietary intellectual property we license from them, we could lose our rights to the intellectual property or our
exclusivity with respect to those rights, and our competitors could market competing products using the intellectual property. In some cases, we control the prosecution of patents resulting from licensed technology. In the event we breach any of our
obligations related to such prosecution, we may incur significant liability to our licensing partners. Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues and is
complicated by the rapid pace of scientific discovery in our industry. Disputes may arise regarding intellectual property subject to a licensing agreement, including:



| |  |  | the scope of rights granted under the license agreement and other interpretation-related issues;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the sublicensing of patent and other rights under any collaboration relationships we might enter into in the future;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | our diligence obligations under the license agreement and what activities satisfy those diligence obligations;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the priority of invention of patented technology.
| | - |  | -------------------------------------------------

If disputes over intellectual property that
we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.

We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive,
time-consuming and unsuccessful, and issued patents covering our product candidates could be found invalid or unenforceable if challenged in court.

Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file
infringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid, is unenforceable or is not infringed, or may refuse to stop the other
party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or
interpreted narrowly and could put our patent applications at risk of not issuing.

For example, in patent litigation in the United
States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, for example, lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement,
during prosecution. The outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior
art, of which we and the patent examiner were unaware during prosecution. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant review, and equivalent proceedings in foreign jurisdictions, such as opposition proceedings. Such proceedings could result in revocation, amendments to our patent claims or statements
being made on the record such that our claims may no longer be construed to cover our product candidates. For example, three of our patents licensed from CSIRO have been subject to oppositions before the EPO, and these oppositions have resulted in
appealable decisions to maintain one European patent and to revoke two others. Each of those EPO decisions has been appealed. One of the appeals filed by CSIRO has been dismissed and the relevant European patent was revoked. The remaining two
appeals are still underway. Outcomes or statements on the record in one country could have a disadvantageous effect on prosecution or enforcement of a patent or patent application in another country. The outcome following legal assertions of
invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that no invalidating prior art exists or that the patent examiner was aware of all material prior art during prosecution.



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Moreover, in some circumstances, we do not have the right to control the preparation, filing and prosecution of patent applications, or to maintain, enforce or defend the patents, covering
technology that we license from third parties. Therefore, these patents and applications may not be prosecuted, enforced and defended in a manner consistent with the best interests of our business. If a defendant were to prevail on a legal assertion
of invalidity or unenforceability, we could lose at least part, and perhaps all, of the patent protection on one or more of our products or certain aspects of our platform technology. Such a loss of patent protection could have a material adverse
impact on our business. Patents and other intellectual property rights also will not protect our technology if competitors design around our protected technology without legally infringing our patents or other intellectual property rights. Even if
resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. In
addition, enforcement of a favorable decision by a court can depend on cooperation of a governmental authority which may or may not be available in every jurisdiction. There could be public announcements of the results of hearings, motions or other
interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could depress the market price of our ADSs and Warrants. Such litigation or proceedings could substantially increase our operating
losses and reduce the resources available for development activities or any future sales, marketing or distribution activities.

For our
patents and patent applications filed in the United States before March 16, 2013, interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions with respect to our patents or patent
applications or those of our licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not
offer us a license on commercially reasonable terms. Litigation or interference proceedings may result in a decision adverse to our interests and, even if successful, may result in substantial costs and distract our management and other employees.
We may not be able to prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that
some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts
or investors perceive these results to be negative, it could cause the trading price of our ADSs and Warrants to fall.

Our results
of operations will be affected by the level of royalty payments that we are required to pay to third parties.

We are a party to
license agreements that require us to remit royalty payments and other payments related to in-licensed intellectual property. Under our in-license agreements, we may pay
up-front fees and milestone payments and be subject to future royalties. We cannot precisely predict the amount, if any, of royalties we will owe in the future, and if our calculations of royalty payments are
incorrect, we may owe additional royalties, which could negatively affect our results of operations. As our product sales increase, we may, from time to time, disagree with our third-party collaborators as to the appropriate royalties owed, and the
resolution of such disputes may be costly, may consume managements time, and may damage our relationship with our collaborators. Furthermore, we may enter into additional license agreements in the future, which may also include royalty,
milestone and other payments.

The licenses we grant to our collaborators to use our ddRNAi technology are exclusive to the
development of product candidates for certain conditions.

Some of the out-licenses we
grant to our collaborators to use our ddRNAi technology are exclusive to the development of product candidates for certain conditions, so long as our collaborators comply with certain requirements. That means that once our ddRNAi technology is
licensed to a collaborator for a specified condition, we are generally prohibited from developing product candidates for that condition and from licensing the ddRNAi to any third party for that condition. The limitations imposed by these exclusive
licenses could prevent us from expanding our business and increasing our development of product candidates with new collaborators, both of which could adversely affect our business and results of operations.



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We may be subject to claims that our employees, consultants or independent contractors have
wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Certain of our key employees and personnel are or were previously employed at universities, medical institutions or other biotechnology or
pharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or
know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property,
including trade secrets or other proprietary information, of any of our employees former employer or other third parties. Litigation may be necessary to defend against these claims. Furthermore, universities or medical institutions who employ
some of our key employees and personnel in parallel to their engagement by us may claim that intellectual property developed by such person is owned by the respective academic or medical institution under the respective institution intellectual
property policy or applicable law. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims,
litigation could result in substantial costs, be a distraction to management and other employees, and damage our relationships with the academic and medical institutions.

We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.

We may be subject to claims that former employees, collaborators or other third parties have an ownership interest in our patents or other
intellectual property. We may in the future have ownership disputes arising, for example, from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against
these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use,
valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and
other employees.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document
submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and applications are required to be paid
to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and applications. The USPTO and various corresponding governmental patent agencies outside of the United States
require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process and after a patent has issued. There are situations in which
non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

As is the case with other biotechnology companies, our success is heavily dependent on intellectual property, particularly
patents. Obtaining and enforcing patents in the biotechnology industry involve both technological and legal complexity, and it therefore is costly, time-consuming and inherently uncertain. In addition, on September 16, 2011, the Leahy-Smith
America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to U.S. patent law, including provisions that affect the way patent applications will be prosecuted and may also affect
patent litigation.

An important change introduced by the Leahy-Smith Act is that, as of March 16, 2013, the United States
transitioned to a first-to-file system for deciding which party should be granted a patent when two or more patent applications are filed by different
parties claiming the same invention. A third party that files a patent application in the USPTO after that date but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by
the third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application. It is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the
Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.



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Among some of the other changes introduced by the Leahy-Smith Act are changes that limit where a
patentee may file a patent infringement suit and providing opportunities for third parties to challenge any issued patent in the USPTO. This applies to all of our U.S. patents, even those issued before March 16, 2013. Because of a lower
evidentiary standard in USPTO proceedings compared to the evidentiary standard in U.S. federal court necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a
claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would
not have been invalidated if first challenged by the third party as a defendant in a district court action.

Recent U.S. Supreme Court
rulings such as Association for Molecular Pathology v. Myriad Genetics, Inc. (Myriad I); BRCA1- &BRCA2-Based Hereditary Cancer Test Patent Litig. (Myriad II); and Promega Corp. v. Life Technologies Corp. have also narrowed the scope of patent
protection available in certain circumstances and weakened the rights of patent owners in some situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created
uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our
ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

Our success
depends, in part, on our ability to protect our intellectual property and our technologies outside the United States. We may not be able to protect our intellectual property rights throughout the world.

Our commercial success depends, in part, on our ability to obtain and maintain patent and trade secret protection for our technologies, our
traits, and their uses, as well as our ability to operate without infringing upon the proprietary rights of others outside the United States. If we do not adequately protect our intellectual property, competitors may be able to use our technologies
and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability.

Filing,
prosecuting and defending patents on product candidates in all countries around the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the
United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. In addition, we may at times
in-license third-party technologies for which limited international patent protection exists and for which the time period for filing international patent applications has passed. Consequently, we may not be
able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Potential competitors may
use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong
as that in the United States. These products may compete with our product candidates, if approved, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The
legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology products, which could make
it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and
divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims
against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be
inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Risks Related to
the ADSs and Warrants

The market price and trading volume of the ADSs and Warrants may be volatile and may be affected by
economic conditions beyond our control.

The market price of the ADSs and Warrants may be highly volatile and subject to wide
fluctuations. In addition, the trading volume of the ADSs and Warrants may fluctuate and cause significant price variations to occur. If the market price of the ADSs or Warrants declines significantly, you may be unable to resell your ADSs or
Warrants at or above your purchase price, if at all. We cannot assure you that the market price of the ADSs or Warrants will not fluctuate or significantly decline in the future.



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Some specific factors that could negatively affect the price of the ADSs and Warrants or result
in fluctuations in their price and trading volume include:



| |  |  | actual or expected fluctuations in our operating results;
| | - |  | ---------------------------------------------------------



| |  |  | changes in market valuations of similar companies;
| | - |  | --------------------------------------------------



| |  |  | changes in our key personnel;
| | - |  | -----------------------------



| |  |  | changes in financial estimates or recommendations by securities analysts;
| | - |  | -------------------------------------------------------------------------



| |  |  | trading prices of our ordinary shares on the ASX;
| | - |  | -------------------------------------------------



| |  |  | changes in trading volume of ADSs or Warrants on The NASDAQ Capital Market, or NASDAQ, and of our ordinary shares on the ASX;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | sales of the ADSs or Warrants or ordinary shares by us, our executive officers or our shareholders in the future; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | conditions in the financial markets or changes in general economic conditions.
| | - |  | ------------------------------------------------------------------------------

An
active trading market for the ADSs or Warrants may not continue to develop or may not be liquid enough for you to sell your ADSs or Warrants quickly or at market price.

Prior to our U.S. initial public offering, our securities were not listed on any U.S. stock exchange, we were not a reporting company under
the Exchange Act and there had been only a limited public market in the United States for the ADSs and no public market in the United States for the Warrants. Although the ADSs and Warrants are listed on The NASDAQ Capital Market, if an active
public market in the United States for the ADSs and Warrants does not continue to develop, the market price and liquidity of the ADSs and Warrants may be adversely affected. The initial public offering price for the ADSs and Warrants was determined
by negotiation between us and the underwriter. The price at which the ADSs are traded has declined below the initial public offering price, and the price at which the Warrants are traded has not exceeded the Warrant exercise price. The ADS price
and/or the Warrant price may continue to decline, which means you may experience a decrease in the value of your ADSs and Warrants regardless of our operating performance or prospects. In the past, following periods of volatility in the market price
of a companys securities, shareholders often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management and, if adversely determined, could
cause us significant financial harm.

The dual listing of our ordinary shares and the ADSs and Warrants may adversely affect the
liquidity and value of the ADSs and Warrants.

Our ADSs and Warrants are listed on NASDAQ, and our ordinary shares are listed on
the ASX. We cannot predict the continued effect of this dual listing on the value of our ordinary shares, ADSs and Warrants. However, the dual listing of our ordinary shares, ADSs and Warrants may dilute the liquidity of these securities in one or
both markets and may impair the development of an active trading market for the ADSs and Warrants in the United States. The trading price of the ADSs and Warrants could also be adversely affected by trading in our ordinary shares on the ASX.

As a foreign private issuer, we are permitted and we expect to follow certain home country corporate governance practices in lieu of
certain NASDAQ requirements applicable to domestic issuers. This may afford less protection to holders of the ADSs and Warrants.

As a foreign private issuer whose ADSs and Warrants are listed on NASDAQ, we will be permitted to follow certain home country corporate
governance practices in lieu of certain NASDAQ requirements. For example, we may follow home country practice with regard to the composition of the board of directors and quorum requirements applicable to shareholder meetings. A foreign private
issuer must disclose in its annual reports filed with the SEC the requirements with which it does not comply followed by a description of its applicable home country practice.



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The Australian home country practices described above may afford less protection to holders of the ADSs and Warrants than that provided under NASDAQ rules. See Item 10.B Additional
Information  Memorandum and Articles of Association and Item 16G Corporate Governance.

As a foreign private
issuer, we are permitted to file less information with the SEC than a company incorporated in the United States. Accordingly, there may be less publicly available information concerning us than there is for companies incorporated in the United
States.

As a foreign private issuer, we are exempt from certain rules under the Exchange Act, that impose disclosure requirements
as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a company that files as a U.S. company whose securities are registered
under the Exchange Act, nor are we required to comply with the SECs Regulation FD, which restricts the selective disclosure of material non-public information. Accordingly, there may be less information
publicly available concerning us than there is for a company that files as a domestic issuer.

We are an emerging growth company as
defined in the JOBS Act and the reduced disclosure requirements applicable to emerging growth companies may make the ADSs or Warrants less attractive to investors and, as a result, adversely affect the price of the ADSs or Warrants and result in a
less active trading market for the ADSs or Warrants.

We are an emerging growth company as defined in the JOBS Act, and we may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For example, we rely on an exemption from the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, and we will not provide such an attestation from our auditors for so long as we qualify as an emerging growth company.

We may avail ourselves of these disclosure exemptions until we are no longer an emerging growth company. We cannot predict whether investors
will find the ADSs or Warrants less attractive because of our reliance on some or all of these exemptions. If investors find the ADSs or Warrants less attractive, it may cause the trading price of the ADSs or Warrants to decline and there may be a
less active trading market for the ADSs or Warrants.

We will cease to be an emerging growth company upon the earliest of:



| |  |  | the end of the fiscal year in which the fifth anniversary of completion of our initial public offering in the United States occurs, or June 30, 2021;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the end of the first fiscal year in which the market value of our ordinary shares held by non-affiliates exceeds US$700 million as of the end of the second quarter of such
fiscal year;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the end of the first fiscal year in which we have total annual gross revenues of at least US$1.0 billion; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the date on which we have issued more than US$1.0 billion in non-convertible debt securities in any rolling three-year period.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements
or comply with applicable regulations could be impaired.

Section 404(a) of the Sarbanes-Oxley Act requires that our
management assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses in our internal controls over financial reporting. Although Section 404(b) of the Sarbanes-Oxley
Act requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal controls over financial reporting, we rely on the exemption provided in the JOBS Act, and consequently will not
be required to comply with SEC rules that implement Section 404(b) of the Sarbanes-Oxley Act until such time as we are no longer an emerging growth company.



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The presence of any material weaknesses in our internal control over financial reporting could
result in financial statement errors which, in turn, could lead to errors in our financial reports and/or delays in our financial reporting, which could require us to restate our operating results. We might not identify one or more material
weaknesses in our internal controls in connection with evaluating our compliance with Section 404(a) of the Sarbanes-Oxley Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls
over financial reporting, we will need to expend significant resources and provide significant management oversight. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and
employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert managements attention from other business concerns. These changes may not, however, be effective
in maintaining the adequacy of our internal control.

If we are unable to conclude that we have effective internal controls over financial
reporting, investors may lose confidence in our operating results, the price of the ADSs or Warrants could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of
Section 404 of the Sarbanes-Oxley Act, the ADSs and Warrants may not be able to remain listed on NASDAQ.

ADS holders and
Warrant holders may be subject to additional risks related to holding ADSs and Warrants rather than ordinary shares.

ADS holders
and Warrant holders do not hold ordinary shares directly and, as such, are subject to, among others, the following additional risks:



| |  |  | As an ADS holder, we will not treat you as one of our shareholders and you will not be able to exercise shareholder rights, except through the ADR depositary as permitted by the deposit agreement. As a Warrant holder,
you will have no rights as an ADS holder until you exercise your Warrant.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distributions, if any, on the ordinary shares represented by your ADSs will be paid to the ADR depositary, and before the ADR depositary makes a distribution to you on behalf of your ADSs, any withholding taxes that
must be paid will be deducted. Additionally, if the exchange rate fluctuates during a time when the ADR depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We and the ADR depositary may amend or terminate the deposit agreement without the ADS holders consent in a manner that could prejudice ADS holders. We may also amend the ADS Warrant Agent Agreement without the
consent of any Warrant holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in the ADS Warrant Agent Agreement or adding or changing any other provisions with respect to matters or
questions arising under that agreement as we and the Warrant Agent deem shall not adversely affect the interest of the Warrant holders. We may also modify or amend the ADS Warrant Agent Agreement in other respects with the vote or written consent of
the holders of at least 65% of the then outstanding Warrants.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Warrants are a risky investment. You may be unable
to exercise your Warrants for a profit.

The value of the Warrants will depend on the value of our ADSs, which will depend on
factors related and unrelated to the success of our commercialization and product development activities, and cannot be predicted at this time, as well as the factors described herein that may affect the value of our ordinary shares. The Warrants
have an exercise period of 5 years.

If the price of our ADSs does not increase to an amount sufficiently above the exercise price of the
Warrants during the exercise period of the Warrants, you may be unable to recover any of your investment in the Warrants. In addition, because we are an Australian corporation whose ordinary shares are listed on the ASX, the anti-dilution
adjustments included in the Warrants are limited to those permitted by the rules of the ASX. As a result, the Warrants do not include any value-weighted average price or similar adjustment provision for issuances of ADSs at a price below the
exercise price of the Warrants or the market price of our ADSs or ordinary shares. There can be no assurance that any of the factors that could impact the trading price of our ADSs will result in the trading price increasing to an amount that will
exceed the exercise price or the price required for you to achieve a positive return on your investment in the Warrants.



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You must act through the ADR depositary to exercise your voting rights and, as a result,
you may be unable to exercise your voting rights on a timely basis. Holders of Warrants will have no rights as ADS holders until they acquire ADSs.

As a holder of ADSs (and not the ordinary shares underlying your ADSs), we will not treat you as one of our shareholders, and you will not be
able to exercise shareholder rights. The ADR depositary will be the holder of the ordinary shares underlying your ADSs, and ADS holders will be able to exercise voting rights with respect to the ordinary shares represented by the ADSs only in
accordance with the deposit agreement relating to the ADSs. There are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For
example, holders of our ordinary shares will receive notice of shareholders meetings by mail and will be able to exercise their voting rights by either attending the shareholders meeting in person or voting by proxy. ADS holders, by
comparison, will not receive notice directly from us. Instead, in accordance with the deposit agreement, we will provide notice to the ADR depositary of any such shareholders meeting and details concerning the matters to be voted upon at least 30
days in advance of the meeting date. If we so instruct, the ADR depositary will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which voting instructions may be given by holders as soon as practicable after
receiving notice from us of any such meeting. To exercise their voting rights, ADS holders must then instruct the ADR depositary as to voting the ordinary shares represented by their ADSs. Due to these procedural steps involving the ADR depositary,
the process for exercising voting rights may take longer for ADS holders than for holders of ordinary shares. The ordinary shares represented by ADSs for which the ADR depositary fails to receive timely voting instructions will not be voted.

Until you acquire ADSs upon exercise of the Warrants, you will have no rights with respect to our ADSs or the ordinary shares underlying the
ADSs, including the right the receive dividend payments, vote or respond to tender offers. Upon exercise of your Warrants, you will be entitled to exercise the rights of ADS holders as to matters for which the record date occurs after the exercise
date. See Item 12.B Description of Securities Other than Equity SecuritiesWarrants and Rights.

Although we are
required to use our reasonable best efforts to have an effective registration statement covering the issuance of the ADSs underlying the Warrants at the time that holders of our Warrants exercise their Warrants, we cannot guarantee that a
registration statement will be effective, in which case holders of our Warrants may not be able to receive freely tradable ADSs upon exercise of the Warrants.

Holders of our Warrants will be able to exercise the Warrants and receive freely tradable shares only if (i) a current registration
statement under the Securities Act relating to the ADSs underlying the Warrants is then effective, or an exemption from such registration is available, and (ii) such ADSs are qualified for sale or exempt from qualification under the applicable
securities laws of the states in which the various holders of Warrants reside, as further described in the ADS Warrant Agent Agreement. Although we have undertaken in the ADS Warrant Agent Agreement, and therefore have a contractual obligation, to
use our reasonable best efforts to maintain a current registration statement covering the ADSs underlying the Warrants to the extent required by federal securities laws, we may not be able to do so. If we are not able to do so, holders will not be
able to exercise their Warrants and receive freely tradable ADSs but rather will have the exercise price for the Warrants returned to them. The value of the Warrants may be greatly reduced if a registration statement covering the ADSs issuable upon
exercise of the Warrants is not kept current.

The Warrants may not have any value.

The Warrants will expire on August 21, 2020, the 5 year anniversary of the closing of our U.S. initial public offering. In the event the
price of the ADSs does not exceed the exercise price of the Warrants during the period in which the Warrants are exercisable, the Warrants may not have any value.

If we are classified as a passive foreign investment company, then our U.S. shareholders could suffer adverse tax
consequences as a result.

Generally, if, for any taxable year, at least 75% of our gross income is passive income or at least 50%
of the average quarterly value of our gross assets is attributable to assets that produce passive income or are held for the production of passive income, including cash, we would be characterized as a passive foreign investment company, or PFIC,
for U.S. federal income tax purposes.



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For purposes of these tests, passive income includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which
are received from unrelated parties in connection with the active conduct of a trade or business. If we are characterized as a PFIC, a U.S. holder of our ordinary shares or ADSs may suffer adverse U.S. tax consequences, including having gains
realized on the sale of our ordinary shares or ADSs treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares or ADSs by individuals who are U.S. holders, and
having interest charges added to their tax on distributions from us and on gains from the sale of our ordinary shares or ADSs. See Item 10.E Additional Information  Taxation.

We believe we were likely a PFIC in fiscal 2017 and fiscal 2016. This arose due to the decline in the value of our shares and the fact that
the applicable PFIC rules treat our working capital as a passive asset for purposes of the PFIC asset test.

We do not intend to provide
U.S. holders with the information that would permit such investors to make a qualified electing fund, or QEF, election. However, U.S. holders may be able to make a timely
mark-to-market election that would mitigate some of the adverse U.S. tax consequences associated with our PFIC status. U.S. holders should discuss this with
their tax advisors.

We also note that U.S. holders in a PFIC are subject to additional U.S. information reporting rules. If a U.S. holder
owns ordinary shares or ADSs or warrants during any year in which we were a PFIC, the U.S. holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a PFIC or Qualified Electing Fund), generally with the U.S.
holders federal income tax return for that year. Since our fiscal year ends June 30, calendar year U.S. holders would typically need to file the IRS Form 8621 with their 2017 U.S. federal tax return. Any new U.S. holders that acquired our
stock in the past year should consider whether they can (or wish to) make a timely PFIC mark to market election with their 2016 or 2017 U.S. federal tax return. Since the PFIC tests are applied only at the end of a taxable year, no assurance of our
PFIC status can be provided for fiscal 2018 or future years. We strongly urge U.S. holders to discuss this matter with their tax advisors.

Currency fluctuations may adversely affect the price of our ordinary shares, ADSs and Warrants.

Our ordinary shares are quoted in Australian dollars on the ASX and the ADSs and Warrants are quoted in U.S. dollars on NASDAQ. Movements in
the Australian dollar/U.S. dollar exchange rate may adversely affect the U.S. dollar price of the ADSs and Warrants. In the past year the Australian dollar has generally weakened against the U.S. dollar. However, this trend may not continue and may
be reversed. If the Australian dollar weakens against the U.S. dollar, the U.S. dollar price of the ADSs and Warrants could decline, even if the price of our ordinary shares in Australian dollars increases or remains unchanged.

We have never declared or paid dividends on our ordinary shares and we do not anticipate paying dividends in the foreseeable future.

We have never declared or paid cash dividends on our ordinary shares. For the foreseeable future, we currently intend to retain
all available funds and any future earnings to support our operations and to finance the growth and development of our business. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to
compliance with applicable laws and covenants under current or future credit facilities, which may restrict or limit our ability to pay dividends, and will depend on our financial condition, operating results, capital requirements, general business
conditions and other factors that our board of directors may deem relevant. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. As a result, a return on your investment in the ADS and the Warrants will
only occur if our ADS price appreciates.

You may not receive distributions on our ordinary shares represented by the ADSs or any
value for such distribution if it is illegal or impractical to make them available to holders of ADSs.

While we do not anticipate
paying any dividends on our ordinary shares in the foreseeable future, if such a dividend is declared, the depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares
or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, in accordance with the limitations set forth in the deposit
agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs.
This means that you may not receive the distributions we make on our ordinary shares or any value from them if it is unlawful or impractical to make them available to you. These restrictions may have a material adverse effect on the value of your
ADSs.



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Australian takeover laws may discourage takeover offers being made for us or may discourage
the acquisition of a significant position in our ordinary shares, ADSs or Warrants.

We are incorporated in Australia and are
subject to the takeover laws of Australia. Among other things, we are subject to the Australian Corporations Act 2001, or the Corporations Act. Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or indirect
interest in our issued voting shares if the acquisition of that interest will lead to a persons voting power in us increasing to more than 20%, or increasing from a starting point that is above 20% and below 90%. Australian takeover laws may
discourage takeover offers being made for us or may discourage the acquisition of a significant position in our ordinary shares. This may have the ancillary effect of entrenching our board of directors and may deprive or limit our
shareholders, ADS holders or Warrant holders opportunity to sell their ordinary shares, ADSs or Warrants and may further restrict the ability of our shareholders, ADS holders and Warrants holders to obtain a premium from such
transactions. See Item 10.B Additional Information  Memorandum and Articles of Association.

Our Constitution and
Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.

As an Australian company, we are subject to different corporate requirements than a corporation organized under the laws of the states of the
United States. Our Constitution, as well as the Australian Corporations Act, set forth various rights and obligations that are unique to us as an Australian company. These requirements may operate differently than those of many U.S. companies. You
should carefully review the summary of these matters set forth under Item 10.B Additional Information  Memorandum and Articles of Association.



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Item 4. Information on Benitec



|A. | History and Development of the Company.
|-- | ---------------------------------------

Benitec Biopharma Limited
was incorporated under the laws of Australia in 1995 and has been listed on the Australian Securities Exchange, or ASX, since 1997. Since we were incorporated in Australia in 1995, we have devoted the majority of our resources to development efforts
relating to ddRNAi. While we have established some licensing arrangements, we do not have any products approved for sale and have not generated any revenue from product sales. We have funded our operations primarily from private placements of
ordinary shares, including A$31.5 million of gross proceeds raised from private placements in February 2014 as well as A$8.1 million of aggregate gross proceeds raised from private placements to Nant Capital in October 2016 and March 2017,
and from our U.S. initial public offering in August 2015, the gross proceeds of which equaled US$13.8 million. We have also been awarded research and development grants from the Australian federal government, totaling A$2.3 million in
fiscal 2015, A$3.6 million in fiscal 2016 and A$10.5 million in fiscal 2017, which includes an accrual of A$4.2 million. We have earned licensing revenue from licensing our ddRNAi technology to five biopharmaceutical companies,
totaling A$0.2 million in fiscal 2016 and A$0.3 million in fiscal 2017.

In October 2012, we acquired Tacere Therapeutics, Inc.,
or Tacere, an RNA interference therapeutics company based in California with a development program focused on hepatitis C. As consideration for the acquisition, we issued a total of 4,092,854 ordinary shares (taking into account a 25:1 share
consolidation that became effective in July 2013), representing 9.8% of our issued capital immediately after the transaction, having an aggregate value of A$1.5 million.

In August 2015, we completed our U.S. initial public offering in which we issued 30,000,000 ordinary shares (represented by 1,500,000 ADSs)
and 575,000 Warrants. The ADSs and Warrants are listed on The NASDAQ Capital Market.

On October 24, 2016, we entered into a
strategic engagement with Nant Capital. The strategic engagement included a scientific collaboration in clinical programs and an immediate private placement to Nant Capital, LLC of 29,305,819 ordinary shares in Benitec, representing 19.9% of our
outstanding capital (for a post-issuance holding of 16.7%). The shares were priced at A$0.0895 per share, representing the 7-day volume weighted average price of the ordinary shares on the ASX prior to the
execution of a share purchase subscription agreement. We received A$2.62 million in gross proceeds from Nant Capital in connection with the October 2016 issuance.

On March 13, 2017, an additional 29,305,819 full paid ordinary shares were issued to Nant Capital at A$0.1859 per share. We received
A$5.45 million in gross proceeds from Nant Capital in connection with the March 2017 issuance. As a result of this placement, Nant Capital had a post-issuance holding of 28.57% of Benitecs issued capital.

Our headquarters are located at 99 Mount Street, Suite 1201, North Sydney, New South Wales, 2060 Australia. Our telephone number is +61 2 9555
6986. Our website address is www.benitec.com. Our agent for service of process in the United States is Tacere Therapeutics, Inc., 3940 Trust Way, Hayward, CA 94545.



|B. | Business Overview.
|-- | ------------------

Overview

We are a biotechnology company developing a proprietary therapeutic technology platform that combines RNA interference, or RNAi, with gene
therapy with a goal of providing sustained, long-lasting silencing of disease-causing genes from a single administration. We are using our technology, called DNA-directed RNA interference, or ddRNAi, to
develop our pipeline of product candidates for the treatment of several chronic and life-threatening human diseases, such as head and neck squamous cell carcinoma, or HNSCC, oculopharyngeal muscular dystrophy, or OPMD, wet age-related macular degeneration, or AMD, and hepatitis B. By combining the specificity and gene silencing effect of RNAi with gene therapy, we believe ddRNAi has the potential to produce long-lasting silencing of
disease-causing genes from a single administration, which could minimize the requirement for patients to take regular doses of medicine.



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Through our strategic collaboration with Nant Capital, we are developing an Epidermal Growth
Factor Receptor (EGFR) antisense RNA product candidate (BB-401) for the treatment of HNSCC. EGFR is the cell-surface receptor for members of the epidermal growth factor family (EGF family) of extracellular
protein ligands. EGFR is a well validated oncology target and has been shown to be a key driver of the growth of HNSCC lesions with more than 80% of HNSCC lesions exhibiting significantly elevated levels of EGFR versus concentrations found in non-malignant tissues. BB-401 functions via post transcriptional gene silencing whose route of administration and molecular target paves the way for a ddRNAi follow-on therapeutic. Thus, the clinical data we gather with BB-401 will inform the development of a second-generation EGFR targeted asset we are developing using our ddRNAi
proprietary technology. Termed BB-501, this asset will be targeted towards silencing EGFR. If we can silence EGFR, which has been shown to be drivers of lesion growth in HNSCC, then the lesions should shrink
or be eradicated completely. It would be expected therefore that patients with EGFR positive tumors would have a much higher response rate to BB-501 than patients who have EGFR negative tumors.

We will require additional financing to progress our product candidates through to key inflection points. These diseases have large patient
populations, with the exception of OPMD, which is a rare disease. In addition, we have licensed our ddRNAi technology to other biopharmaceutical companies whose pipeline programs are progressing towards, or are in, clinical development for
applications including HIV/AIDS, retinitis pigmentosa, Huntingtons disease, cancer immunotherapy and intractable neuropathic pain.

Our objective is to become the leader in discovering, developing, clinically validating and commercializing ddRNAi-based therapeutics for a
range of human diseases with high unmet clinical need or large patient populations and, as a result, provide a better life for patients with these diseases.

Many human diseases are known to be caused by the inappropriate expression of a gene or multiple genes. It has been observed that RNAi is a
potential mechanism to specifically turn off, or silence, genes whose sequences are known. Thus, RNAi can potentially be used to treat or cure diseases with a genetic basis by targeting a specific region of the molecular sequence of the
disease-causing gene. RNAi is potentially applicable to over 20,000 human genes and a large number of disease-causing microorganism-specific genes. The mechanism of action of RNAi involves the introduction of
pre-synthesized complexes of duplex short interfering RNA, or siRNA, into a cell. The siRNAs sequence is constructed to match a short region of the target gene. The siRNA is processed by the cells
own enzymes to destroy the target genes messenger RNA, or mRNA, thus preventing the disease-causing gene from being expressed. This occurs as long as the siRNA remains prevalent in the cell.

In this standard RNAi approach, double-stranded siRNA is produced synthetically and subsequently introduced into the target cell either by
chemical modification of the RNA or by a range of other delivery methods. While clinical efficacy has been demonstrated for a number of indications utilizing this approach, it has a number of limitations, including:



| |  |  | treatment requires repeat administration for multiple cycles in order to maintain its efficacy;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | patient adherence challenges due to dosing frequency and treatment duration;
| | - |  | ----------------------------------------------------------------------------



| |  |  | therapeutic concentrations of siRNA are not stably maintained because the levels of synthetic siRNA in the cells decrease over time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | novel chemical modifications or novel delivery materials are typically required to introduce the siRNA into the target cells, making it complicated to develop therapeutics;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | can have an adverse immune response, or interferon response, potentially resulting in serious adverse effects;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | requirement for specialized delivery formulations for those diseases caused by multiple disease-causing genes; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | siRNA only acts to silence genes, but cannot be used to replace defective genes with normally functioning genes.
| | - |  | ----------------------------------------------------------------------------------------------------------------

This siRNA approach is being developed by several other companies, including Alnylam Pharmaceuticals, Inc. or Alnylam, Arbutus Biopharma
Corporation, or Arbuts (formerly known as Tekmira Pharmaceuticals Corporation before its name change and integration with OnCore BioPharma), and Dicerna Pharmaceuticals, Inc., or Dicerna.

Our ddRNAi technology differs from the standard siRNA approach and is designed to utilize the specificity and gene silencing effect of RNA
interference while overcoming many of the limitations associated with the ongoing administration of siRNA. Our ddRNAi approach combines the specificity of gene silencing using RNAi with the delivery capability of gene therapy vectors. Unlike siRNA,
our ddRNAi technology starts with a DNA construct. Gene therapy vectors, which are carrier molecules, often viruses, that deliver genetic material into the cell, are used to deliver the DNA construct to the nucleus of the targeted cells. The DNA
construct then generates double-stranded short hairpin RNAs, or shRNAs, which are processed by the cell resulting in the conversion of the shRNA into siRNAs, which in turn silence the disease-associated genes. Advantages of our ddRNAi approach
include:



| |  |  | when paired with gene therapy delivery vectors, ddRNAi is designed to produce sustained, long-lasting silencing of the disease-causing gene, following a single administration, leading to the potential for one
shot cures for a wide range of diseases, which could eliminate the requirement for patient compliance to take regular doses of medicine for long-term management of their disease;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ddRNAi technology can potentially use a range of clinically validated gene therapy vectors, enabling it to target a wide range of tissues, including, but not limited to, the liver;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | because ddRNAi uses the cells own transcriptional mechanisms to produce shRNA, a constant level of shRNA can potentially be produced so that intracellular levels of siRNA do not fall below threshold levels
required for disease suppression;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | modulation of transcriptional activity in the cells can potentially be fine-tuned to achieve optimal concentrations of shRNA;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | off-tissue effects may be minimized by the use of tissue specific promoters;
| | - |  | ----------------------------------------------------------------------------



| |  |  | the DNA constructs are shielded in gene therapy vectors that could potentially be designed to avoid activating the interferon response;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ddRNAi provides the option to both silence the defective gene and replace the defective gene with a normal version, using the same gene therapy vector, thus the silencing and replacement of the mutant gene occurs in the
same cell, which we believe is ideally suited to developing therapeutics for a number of genetic disorders;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ddRNAi constructs can be designed to express multiple siRNAs in the same cell, targeting either a single gene at several different sites to maximize gene silencing or multiple genes in distinct cellular pathways,
potentially enabling treatment of complex genetic diseases such as cancer, diabetes and heart disease; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | ddRNAi constructs can potentially be designed to simultaneously express siRNAs as well as other genetic sequences, such as those that encode for proteins.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Our strategy is to discover, develop and commercialize treatments that leverage the capabilities of ddRNAi. We intend to do so by progressing
our pipeline of ddRNAi-based therapeutics designed to treat and cure a number of human diseases, thereby demonstrating the broad clinical application of ddRNAi.

Our cash and cash equivalents will advance our product candidates for OPMD, AMD and hepatitis B. In addition, the A$5.4 million funds
raised in March 2017 as part of our strategic partnership with Nant Capital have been allocated to the development of BB-401 for the treatment of HNSCC and future product candidates to treat HNSCC. We expect
that additional funds will be required to advance BB-401 through planned clinical trials and to complete discovery studies intended to identify a follow-on ddRNAi
product candidate for HNSCC. Additional financing will also be needed to advance our product candidates for hepatitis B, AMD and OPMD through clinical trials.

In October 2016, we entered into a strategic relationship with Nant Capital. As part of that strategic relationship, we issued Nant Capital a
total of 58,611,638 of our ordinary shares for a combined total consideration of A$8.1 million in private placements in October 2016 and March 2017, resulting in Nant Capital holding 28.57% of our ordinary shares. In December 2016, we entered
into an exclusive sublicense agreement with NantWorks, LLC, or NantWorks, an affiliate of Nant Capital, pursuant to which we acquired rights to intellectual property, including preclinical and clinical data, relating to a product candidate, now
named BB-401, for the treatment of HNSCC. In January 2017, we entered into a research collaboration agreement with Nant Capital pursuant to which we will manage the clinical development of BB-401, a recombinant DNA construct that produces an antisense RNA with specificity against Epidermal Growth Factor Receptor, or EGFR, for the treatment of HNSCC. EGFR is the cell-surface receptor for members of the
epidermal growth factor family of extracellular protein ligands. EGFR is a well-validated oncology target and has been shown to be a key driver of the growth of HNSCC lesions with more than 80% of HNSCC lesions exhibiting significantly elevated
levels of EGFR versus concentrations found in non-malignant tissues. The mechanism of action of BB-401 is considered to be post-transcriptional gene silencing.

The research collaboration agreement with Nant Capital allocates the A$5.4 million received from Nant Capital in the March 2017 private
placement to the development of BB-401 for the treatment of HNSCC and to the development of BB-501, a ddRNAi product candidate for the treatment of HNSCC. Nant Capital
will have a controlling vote on the joint steering committee that directs and oversees such development of BB-401 and BB-501 until those funds have been expended.

We have also initiated a discovery stage program, called BB-501, using our ddRNAi platform to develop follow-on ddRNAi DNA constructs designed to target EGFR. We expect to use the clinical data obtained from the BB-401 program to inform the development of this follow-on product candidate. Our goal in that development is to increase the efficacy of target EGFR silencing using our ddRNAi technology.

Our product candidate for the treatment of OPMD is BB-301. In April 2017, in vivo efficacy data
using a dual AAV vector system were published in the scientific journal, Nature Communications. We believe these results, which come from an ongoing collaboration with the Royal Holloway University in London, demonstrate that a dual vector approach
to silence and replace the mutant poly-A binding protein N1, or PABPN1, gene can correct many of the key clinical features of OPMD in A17 mice. The A17 mouse model is a well validated in
vivo system that mimics most of the features of human OPMD patients. We believe these results support our technologys design to silence the expression from a mutant gene and concomitantly express a normal copy of that same gene
to restore function. In August 2017, we announced a new vector designed to silence and replace the disease-causing gene in a single construct similar to the dual vector system in which the silence and replace are
delivered in separate vectors. We believe a single vector product would simplify the regulatory process and reduce the complexity of the clinical strategy for BB-301. We anticipate initiating IND-enabling work and plan to progress BB-301 into the clinic in the second half of calendar 2018.



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In addition to OPMD, we are focusing on developing product candidates to treat AMD and HBV. For
selected product candidates, at the appropriate stage, we may collaborate with large pharmaceutical companies to further co-develop and, if approved, commercialize our ddRNAi products to achieve broad product
distribution. For certain disease indications we deem to be outside of our immediate focus, we will continue to out-license, where appropriate, applications of our ddRNAi technology for the development of a
range of therapeutics, which we believe could provide further validation of our technologys potential to address numerous diseases.

Our AMD product candidate, BB-201, is comprised of a novel adeno associated virus, or AAV, capsid that
delivers a recombinant DNA cassette engineered to express steady state levels of three shRNA that inhibit vascular endothelial growth factor-a, or VEGF-a, vascular
endothelial growth factor-b, or VEGF-b, and placental growth factor, or PlGF, three clinically validated genes whose inappropriate expression is shown to lead to the
progression of wet AMD. We have established collaborations with third parties to use directed evolution to identify novel viral capsids with the potential for delivery to the retinal cells that express these proteins using direct intravitreal
injection, a commercially attractive route of administration. We intend to take the most promising capsids into efficacy studies in a wet AMD model. We believe a laser-induced model of neovascularization in
non-human primates provides a well validated model to test the efficacy of our vectors. We anticipate initiating IND-enabling work late in calendar 2017 and anticipate
completing IND-enabling research for BB-201 late in calendar 2018.

We are developing BB-103 (previously known as BB-HB-331) for the treatment of the hepatitis B virus, or HBV. HBV is a small DNA virus that, according to the World Health Organization, or WHO, infects up to 240 million people worldwide and results in
up to 780,000 deaths per year. Infection with HBV occurs in phases ranging from a silent, acute phase that may be resolved by the immune system, to a persistent chronic infection requiring life-long therapy. In the case of a chronic HBV infection,
the presence of viral particles and proteins, particularly the s-antigen, causes hepatic inflammation leading to liver dysfunction, acute hepatic failure, cirrhosis or hepatocellular carcinoma. Patients
suffering from HBV have limited treatment options from therapies consisting of antivirals and, less commonly, interferon therapy. These treatments require adherence to strict recurrent treatment regimens, may cause HBV to mutate and develop
antiviral drug resistance, and may only provide viral suppression through the course of administration, and not a cure. The long-term use of interferon, particularly in high doses, may also be associated with significant side effects, including
nausea, vomiting, shortness of breath, dizziness and fatigue, that can cause patients to deviate from the course of treatment. There is a need for safe and convenient novel therapeutics that restore host immune response through targeted HBV surface
antigen, or HBsAg, knockdown offering HBV patients the potential for functional cures by eliminating virus producing cells. BB-103 is designed to be a single administration ddRNAi-based therapy
that is delivered using a gene therapy vector that targets the liver and inhibits viral replication and s-antigen production on a long-term basis. We believe that combining
BB-103 with a nucleoside inhibitor, or NUC, a class of drug currently used to treat HBV in infected individuals, will help spur the patients own immune system to produce anti-s-antigen antibodies and may eliminate their requirement for daily antiviral treatments to control the disease.

In March 2016, we announced results of our in vivo study of BB-102, a first-generation HBV
ddRNAi therapeutic predecessor to BB-103. Key findings of the in vivo study indicate that a single BB-102 treatment can result in suppression of HBV in the
PhoenixBio, or PXB, chimeric mouse model, in which a substantial portion of the mouse liver cells have been replaced with human hepatocytes making the animals susceptible to HBV infection. We believe these results demonstrate the potential utility
of an approach that combines RNAi with gene therapy to treat HBV. In December 2016, we announced efficacy results of a follow on in vivo study in the PXB chimeric mouse model using a single administration of
BB-101, BB-102, or BB-103 combined with a daily dosing regimen of an antiviral agent which is the current standard of care used
to treat HBV. We believe the key findings of this follow-on study demonstrated even further and more durable suppression of HBV in an in vivo model when paired with current standard of care agents for
treatment of HBV and support progression of our lead product candidate for treatment of HBV, BB-103, toward clinical trials.



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In April 2017, we completed a pre-IND submission with the
FDA in which the feedback provided by the agency included a defined path towards the clinic. We have been working closely with key opinion leaders and clinicians to finalize the design of the protocol for a
BB-103 human study and we are seeking partnerships to move the BB-103 program into the clinic.

We have completed a Phase I/IIa clinical trial for our now discontinued product candidate, TT-034,
which we were developing to treat patients chronically infected with the most common genotype of HCV, before winding down the program for commercial reasons. We believe the clinical trial results for TT-034
provide support for the safety of our platform technology.

Our Strengths

We believe that the combination of our proprietary ddRNAi technology and our deep expertise and
know-how in designing and clinical development of gene therapy, and specifically ddRNAi-based therapeutics, will enable us to achieve and maintain a leading position in gene silencing for treatment of human
disease. Our key strengths include:



| |  |  | A first mover advantage for ddRNAi-based therapeutics;
| | - |  | ------------------------------------------------------



| |  |  | Exclusive rights to a novel, proprietary ddRNAi technology platform that is potentially the basis of single-administration therapies with sustained, long-term silencing of disease-causing genes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A pipeline of programs focused on life threatening or chronic diseases with either large patient populations, including hepatitis B and AMD, or rare disease status potentially supporting an orphan drug classification,
including OPMD;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Collaborations with third parties to expand the technology platform and develop additional expertise in DNA delivery technologies, in scalable manufacturing, in DNA construct design and in developing related diagnostics
to help identify the most appropriate patient populations to benefit from these novel treatments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Out-licensing agreements with third parties utilizing our ddRNAi technology to develop therapies outside of our core research areas, which we believe could provide further
validation of our technologys potential to address numerous diseases;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our development team has significant experience in designing and developing ddRNAi therapeutics and includes founding scientists in the ddRNAi field;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ability to leverage our gene therapy expertise to develop additional gene silencing therapeutics, including our EGFR antisense RNA product; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Rights to intellectual property that includes a patent portfolio protecting our ddRNAi technology platform in numerous jurisdictions through 2019, and a growing portfolio of patents protecting improvements to our ddRNAi
technology and product candidates in numerous jurisdictions through at least 2025.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Strategy

Our objective is to become the leader in discovering, developing, clinically validating and commercializing ddRNAi-based therapeutics for a
range of human diseases with high unmet clinical need or large patient populations, and to thereby provide a better life for patients with these diseases. Our strategy to accomplish this goal is to:



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| |  |  | Continue the scientific development of our existing pipeline programs.We continue our preclinical research efforts for our ddRNAi therapeutics targeted to treat patients impacted by HNSCC, OPMD, AMD and HBV. We
are also finalizing the Phase 2 clinical plans for BB-401, our EGFR antisense RNA product for the treatment of patients with HNSCC. As an antisense agent, BB-401 is
aligned with our internal expertise in gene therapy and gene silencing. It functions via post transcriptional gene silencing and paves the way for a ddRNAi follow-on therapeutic to treat patients with HNSCC.
By the end of calendar 2018, we expect to advance our product candidates for HNSCC and OPMD into clinical trials.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We will
continue to advance programs in core disease areas to the appropriate proof of concept stage before we may seek partnering activities for each program to co-develop an asset with pharmaceutical companies.
Where appropriate we will seek to progress programs through to commercialization ourselves. For example, our pipeline program to treat an orphan indication, OPMD, is seen as a candidate for this latter approach, and in January 2017, the European
Commission granted orphan drug designation for BB-301 as an orphan medicinal product for the treatment of OPMD.



| |  |  | Prioritise the future development of our ddRNAi technology by identifying new diseases and ddRNAi strategies with a high probability of commercial success and value to shareholders.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each of our key pipeline indications are directed towards diseases with high unmet medical need or large patient populations. We believe there
is a strong rationale for treating these diseases and other diseases that have well-characterized gene targets that can be silenced, thus preventing the disease-causing gene from being expressed.

In addition to progressing our pipeline of product candidates, we will further develop and improve our ddRNAi platform technology and its
associated intellectual property through in-house development and in-licensing of complementary technologies. One such example is our relationship with 4D Molecular
Therapeutics LLC, or 4DMT. Through our collaboration with 4DMT, we have identified novel AAV capsids that might deliver our ddRNAi constructs to the retinal cells from an intravitreal injection to treat human ocular diseases.



| |  |  | Establish co-development agreements with other companies using our scientific capability and intellectual property platform.The adaptability of our platform also presents
an opportunity for us to selectively form collaborations to expand our capabilities and product offerings into a range of diseases and potentially to more broadly accelerate the development and commercialization of ddRNAi therapeutics.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our development team has significant experience in designing and developing ddRNAi therapeutics and includes founding
scientists in the ddRNAi field.

We actively protect our intellectual property and proprietary technology that are important to our
business, which includes seeking and maintaining patents claiming our ddRNAi technology, and other inventions relating to our specific products in development, or otherwise commercially and/or strategically important to the development of our
business. We have rights to intellectual property that includes a patent portfolio protecting our ddRNAi technology platform in numerous jurisdictions through 2019, and a growing portfolio of patents protecting improvements to our ddRNAi technology
and product candidates in numerous jurisdictions through at least 2025.

Our TechnologyddRNAi

Our proprietary technology platform is called DNA-directed RNA interference, or ddRNAi, which is
designed to produce long-term silencing of disease-causing genes, by combining RNA interference, or RNAi, with delivery agents typically associated with gene therapy.

Standard gene therapy is normally used to compensate for abnormal or malfunctioning genes or to make a beneficial protein to address a defect.
If a mutated gene causes a necessary protein to be faulty or missing, gene therapy is used to introduce a wild type, or normal, copy of the gene to restore the function of the protein. This is the approach to gene therapy taken by a number of other
companies to date.



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With our ddRNAi approach, gene therapy vectors are used to deliver a DNA construct that produces
shRNAs, which are processed by the cell into siRNAs, which then silence the disease-associated genes.

Overview of RNAi and siRNA
approach

Many diseases are known to be caused by the inappropriate expression of a gene or multiple genes. These
disease-associated genes can be turned off, or silenced, by the use of RNAi, resulting in a treatment or cure of the disease. Thus, RNAi provides the ability to develop therapeutics against diseases caused by inappropriate gene expression, by
targeting a specific region of the molecular sequence of the disease-causing gene. RNAi is potentially applicable to over 20,000 human genes and a large number of disease-causing microorganism-specific genes.

The mechanism of action of RNAi involves the introduction of siRNA into a cell. The siRNAs sequence is constructed to match a short
region of the target gene. The siRNA is processed by the cells own enzymes to destroy the target genes mRNA, thus preventing the disease-causing gene from being expressed. This occurs as long as the siRNA remains prevalent in the cell.
In the standard RNAi approach, siRNA is produced synthetically in the laboratory and introduced into the target cell either by chemical modification of the RNA or by a range of delivery materials. A number of other companies, including Alnylam,
Arbutus, and Dicerna, utilize this approach in their RNAi product candidates.

Figure 1. The siRNA approach.



LOGO

A small double stranded RNA, or dsRNA, molecule (A), comprising one strand known as the sense strand and
another strand known as the antisense strand, which are complementary to each other, is synthesized in the laboratory. These small dsRNAs are called small interfering RNAs, or siRNAs. The sequence of the sense strand corresponds to a short region of
the target gene mRNA. The siRNA is delivered to the target cell (B), where a group of enzymes, referred to as the RNA Interference Specificity Complex, or RISC, process the siRNA (C), where one of the strands (usually the sense strand) is released
(D). RISC uses the antisense strand to find the mRNA that has a complementary sequence (E) leading to the cleavage of the target mRNA (F). As a consequence, the output of the mRNA (protein production) does not occur (G).



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Our Approach to Gene SilencingddRNAi

Our ddRNAi technology is designed to utilize the specificity and gene silencing effect of RNAi while overcoming many of the limitations of
siRNA. Our ddRNAi approach combines RNA interference with gene therapy vectors to deliver a DNA compound to the target diseased tissue in order to silence the disease-associated genes.

Gene therapy

Gene
therapy is designed to introduce genetic material into cells, usually to compensate for abnormal or malfunctioning genes or to make a beneficial protein to address a defect. If a mutated gene causes a necessary protein to be faulty or missing, gene
therapy is used typically to introduce a normal copy of the gene to restore the function of the protein. Genetic material that is inserted directly into a cell usually does not function. Instead, a carrier called a vector is genetically engineered
to deliver the gene. Certain viruses are often used as vectors because they can deliver the new gene by infecting the cell. The vector viruses are designed not to cause disease when used in people. Some types of vector viruses, such as lentivirus,
integrate their genetic material, including the new gene, into a chromosome in the human cell. Other vector viruses, such as adenoviruses and adeno-associated viruses, or AAV, introduce their DNA into the nucleus of the cell, but the DNA of the
vector virus is not integrated into a chromosome; only the therapeutic gene is integrated. Most of our ddRNAi programs utilize AAV as the delivery vector. A number of viral vectors can produce gene expression for months or years following a single
administration, depending on the target tissue.

The vector can be given intravenously or injected directly into a specific tissue in the
body, where it enters individual cells. Alternatively, a sample of the patients cells can be removed and exposed to the vector in a laboratory setting. The cells containing the vector are then returned to the patient where they produce the
expressed RNA or protein.

ddRNAi

Our ddRNAi technology utilizes DNA as the therapeutic molecule designed to generate shRNAs continuously in the target cell. A range of viral
and non-viral gene therapy vectors can be used to deliver the DNA construct into the cells nucleus. Once delivered, the DNA sequence codes for specific shRNAs, which are then processed by the cells
endogenous machinery into siRNA. The siRNA created by the cell then completes the RNAi cycle described above by cleaving the mRNA of the target gene thus preventing the disease-causing gene from being expressed.



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Figure 2. The ddRNAi approach.



LOGO

A DNA construct is delivered to the target cells nucleus by a gene therapy vector (A) such as
an AAV. Once in the nucleus, the DNA construct continuously produces shRNAs (B) which are processed by an enzyme called Dicer into siRNAs (C). The processed siRNA is incorporated into RISC and silences the target gene using the same mechanism
shown in Figure 1.

Our Pipeline

We are developing a portfolio of product candidates based on our proprietary ddRNAi gene silencing technology focused on chronic and
life-threatening conditions with disease-associated genes.



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In-House Programs

The following table sets forth our product candidates and their development status.



LOGO

Our cash and cash equivalents will advance our product candidates for OPMD, AMD and hepatitis B.
A$5.4 million of the funds raised in March 2017 as part of our strategic partnership with Nant Capital must be allocated to the development of BB-401 for the treatment of HNSCC and future product
candidates to treat conditions related to HNSCC. We expect that such funds will not be sufficient to advance BB-401 through planned clinical trials or to complete discovery studies intended to identify a
ddRNAi product candidate for HNSCC. Additional financing will also be needed to advance our product candidates for HNSCC, OPMD, AMD and hepatitis B through clinical trials. Our hepatitis C program was terminated in February 2016.

BB-401 and BB-501 for the Treatment of HNSCC

Overview

We
acquired rights to BB-401 from Nant Capital and are developing BB-401 for the treatment of HNSCC. BB-401 is a DNA plasmid that
produces an antisense RNA that targets the EGFR mRNA and prevents its translation into its cognate protein by a mechanism of action we describe as post-transcriptional gene silencing. EGFR is the cell-surface receptor for members of the epidermal
growth factor family, or EGF family, of extracellular protein ligands. EGFR is a well-validated oncology target and has been shown to be a key driver of the growth of HNSCC lesions with more than 80% of HNSCC lesions exhibiting significantly
elevated levels of EGFR versus concentrations found in non-malignant tissues.

Head and neck
cancers often begin in the moist mucosal surfaces inside the head and neck, such as inside the mouth and the throat. According to GlobalData (Head and Neck Squamous Cell Carcinoma  Opportunity Analysis and Forecast to 2024, February 2016),
approximately 64,000 new patients will be diagnosed annually in the United States with HNSCC and 50% of the patients are expected to develop recurrent or metastatic disease, with approximately 13,000 annual deaths expected in the United States from
HNSCC.

Squamous cell carcinoma of the head and neck accounts for more than 90% of all head and neck cancers, and more than 50% of HNSCC
patients present with Stage III or higher disease (locally advanced or metastatic), which has higher potential for progression and recurrence. The relative five-year survival rate for metastatic head and neck cancers is <38%, and can be as low as
4% for recurrent or metastatic Stage IV disease. We expect total drug sales for HNSCC in the United States, France, Germany, Italy, Spain, United Kingdom and Japan to increase from an aggregate US$386 million in 2014 to US$1.53 billion in
2024, at a compound annual growth rate of 14.8%.



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Current HNSCC Treatment

Organ-preservation is emphasized in HNSCC treatment, especially in the early stages of the disease. However, patients who have advanced HNSCC
are at a much greater risk of developing recurrent metastatic HNSCC. In these cases of advanced HNSCC, surgical removal of affected tissue is commonly recommended in the first-line, often in conjunction with radiotherapy.

Where chemotherapy is determined to be an appropriate treatment option, platinum-based regimens are the most common approach while
cisplatin-based therapies are often considered the most desirable form of treatment. Induction chemotherapywhere chemotherapy is administered to patients prior to radiotherapyis also becoming more common. In theory, the administered
chemotherapy agents act as radiosensitizers, increasing the efficacy of subsequent radiotherapy. Additionally, this allows for the greater intensification of systemic therapy without the concomitant increase in toxicity. Randomized clinical trials
have demonstrated increased overall survival with induction chemotherapy followed by radiotherapy, compared to radiotherapy alone. However, little work has been done to directly compare the efficacy of adding induction chemotherapy to
chemoradiotherapy.

Historically, cytotoxic chemotherapies have made up the bulk of the market for HNSCC treatments and we believe there
is an opportunity for new products to address the limitations of current treatment options. In 2015, only two agents approved for the treatment of HNSCCEli Lillys Erbitux and Nordic Pharma/Taihos
TS-1 (tegafur + gimeracil + oteracil)were the subject of effective patents in the United States. The remainder of this market was composed of generics. Cisplatin remains the standard treatment for HNSCC
due to its greater efficacy over other chemotherapy agents. However, as a traditional cytotoxic agent, its use is limited by its high toxicity and relatively poor safety profile.

Erbitux is the only targeted agent approved for HNSCC. It is targeted to act on EGFR which is the same target as BB-401 and BB-501. Erbitux is favored for its improved safety profile compared to cisplatin and other cytotoxic agents, but it is not always effective. We believe there
remains a need for more effective targeted treatments.

The table below lists common treatments for head and neck cancers. Treatment
schedules for each drug differ depending on its use as a single modality treatment or in conjunction with other treatments.



|                                                         |  |                                                                              |  |                         |  |                                                                                                                                                                                                                                                            
|-------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Common Treatments for Head and Neck Cancers             
|Therapeutic Class                                        |  | Company/Brand                                                                |  | First Launch Yearin 7MM |  | Dosing Regimen                                                                                                                                                                                                                                             
|Targeted therapy: anti-EGFR monoclonal
antibody          |  | Erbitux (cetuximab)/Adventis                                                 |  | 2006                    |  | Systemic administration of 400 mg/m2 loading dose on day one, followed with 250 mg/m2 weekly until disease
progression.                                                                                                                                    
|                                                         |  |                                                                              | 
|Chemotherapy: Nucleotide analog
(precursor/prodrug)      |  | TS-1 (tegafur + gimeracil + oteracil)/Nordic Pharma and Taiho Pharmaceutical |  | 2001                    |  | Given in combination with cisplatin as part of a chemoradiotherapy regimen, TS-1 is administered orally at a dose of 60mg twice daily for 14 consecutive days. After a washout period of 21
days, another 14 consecutive days of treatment is administered.
|                                                         |  |                                                                              | 
|Chemotherapy: platinum-based agent                       |  | Cisplatin (generic)                                                          |  | 1978                    |  | In post-operative chemoradiotherapy regimes, cisplatin is commonly recommended, and is given by systemic administration at a dose of 100 mg/m2 every 3 weeks for the duration of
the treatment schedule.                                                   
|                                                         |  |                                                                              | 
|Chemotherapy: anti-microtubule                           |  | Docetaxel (generic)                                                          |  | 2006                    |  | Administered as a 40-100 mg/m2 IV infusion over 60 minutes, every 3 weeks.                                                                                                                                                                                 
|                                                         |  |                                                                              | 
|Chemotherapy: nucleotide analog                          |  | Fluorouracil (generic)                                                       |  | 1957                    |  | Administered in combination with cisplatin, Fluorouracil is given in a 1000mg/m2 IV infusion on days 14, every 3 weeks.                                                                                                                                   
|                                                         |  |                                                                              | 
|Chemotherapy: anti-folate/DNA synthesis
disruptor        |  | Methotrexate (generic)                                                       |  | 1953                    |  | Starting dose of 40mg/m2 weekly IV injection, adjusting dosage as necessary.                                                                                                                                                                               
|                                                        
|Source: GlobalData 5-FU = fluorouracil; IV = intravenous



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The FDA recently approved the first immunotherapy for the treatment of HNSCC in the United
States. In August 2016, Keytruda (pembrolizumab), developed by Merck, to be used for treatment of patients with advanced HNSCC who have not responded to platinum-based chemotherapy. In November 2016, the FDA approved Opdivo (nivolumab), developed by
Bristol-Myers Squibb, for the treatment of patients with metastatic or recurrent HNSCC who have not responded to a progression of platinum-based therapy. Keytruda is projected to become a widely-used treatment in part because its approval as a
primary treatment option for metastatic HNSCC would result in a large potential patient pool. In addition, as prior treatment with checkpoint inhibitors could preclude checkpoint inhibition in subsequent therapy lines, its positioning also reduces
the potential patient pool for some checkpoint inhibitors launching only in the second-line, such as Opdivo.

HNSCC Treatments in
Development

The market for HNSCC drugs is relatively small and other companies are developing a number of therapies to treat HNSCC
that would compete with BB-401 and BB-501. These companies have six compounds currently in Phase III clinical trials specifically targeting HNSCC, and a number of others
under development are in Phase II clinical trials. The mechanisms of action vary considerably between these competing products, but there are a few common themes.

The products in Phase II and Phase III clinical trials include a number of gene therapy agents. The use of live viral vectors for the delivery
of functional genes to disrupt cancer cell growth and survival is not a new concept and has been replicated numerous times in vitro but their trial in human subjects is often the topic of controversial debate. While the trials of these viral
agents are still in the relatively early stages of clinical development, the repercussions on the market and regulatory landscape could be substantial if they are eventually approved. Of the pipeline agents that have reached late stage development
in HNSCC, immunotherapies feature most prominently.

Our HNSCC Therapeutic  BB-401

BB-401, a 39-basepair oligonucleotide that is an
antisense molecule to eGFR mRNA, is currently being developed for the treatment of recurrent or metastatic HNSCC in patients who have failed all available standard therapies. Treatment comprises antisense DNA molecules that correspond to a 39-base pair sequence of DNA derived from human EGFR contained within a plasmid construct. Plasmids containing the antisense DNA will be injected into tumors of patients with HNSCC.
BB-401 will be administered weekly as a direct intratumoral injection.

Ongoing Development
Plans for BB-401

Our immediate goals in the BB-401
development plan is focused on initiating and completing a phase II clinical study. Pursuant to the terms of our exclusive sublicense agreement with NantWorks and our research collaboration agreement with Nant Capital, we will manage the continued
clinical development of BB-401 and future product candidates for the treatment of HNSCC. The research collaboration agreement with Nant Capital allocates approximately A$5.4 million received from Nant
Capital in connection with the March 2017 private placement to the development of BB-401 and future product candidates for HNSCC. Nant Capital will have a controlling vote on the joint steering committee that
directs and oversees such development until those funds have been expended. We also agreed to sublicense certain intellectual property to NantOmics, LLC, or NantOmics, an affiliate of Nant Capital, to allow NantOmics to develop and commercialize a
companion diagnostics to therapeutics developed pursuant to the research and collaboration agreement and to enter into a related services agreement with NantOmics. Under these agreements, Benitec would grant NantOmics an exclusive world-wide license
to and the rights to use the results for such companion diagnostics.

Prior to our relationship with Nant Capital, clinical studies were
completed by University of Pittsburgh as well as the University of Texas Health Sciences Center that explored the anti-tumour efficacy of BB-401 in recurrent and metastatic patients with advanced HNSCC.

The first Phase I study involved 17 patients with lesions that were unresponsive to standard anti-cancer therapies. In this study, BB-401 (referred to as EGFR-AS) was administered to target malignant lesions once per week for four weeks. Key observations of this study included:



| |  |  | Reductions in the sizes of some malignant lesions as described below.
| | - |  | ---------------------------------------------------------------------



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| |  |  | Five of the patients experienced an Objective Response which provides for an Objective Response Rate of 29%. Two patients experienced a 100% reduction in size by Response Evaluation Criteria in Solid Tumors, or RECIST,
and three patients experienced Partial Responses when the reduction was greater than 30% by RECIST.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An additional two patients had reductions between 19% and 29% of the original size, resulting in seven patients, or 41% of the clinical trial participants, reporting a halt in disease progression
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The mean duration of anti-tumor response was 6.5 months.
| | - |  | --------------------------------------------------------



| |  |  | No grade 3 or grade 4 dose-limiting toxicities were noted in the Phase I study.
| | - |  | -------------------------------------------------------------------------------

A second
Phase I study of 6 patients evaluated the potential for BB-401 to improve the efficacy of an existing multi-agent anti-cancer treatment regimen comprised of cetuximab along with intensity-modulated
radiotherapy, which has been approved for treatment of locally or regionally advanced HNSCC. The combination of cetuximab with radiation therapy has a demonstrated Objective Response Rate of 74%. Reductions of an additional 29% were observed in five
of six patients treated with BB-401 in combination with radiation therapy and cetuximab resulting in an objective response rate of 83%. We intend to further investigate the activity of single-agent BB-401 to determine the best position for BB-401 in current HNSCC therapy. We intend to progress the development of BB-401 and are
targeting the initiation of a Phase 2 clinical trial of BB-401 early in calendar 2018.

Our
ddRNAi-based HNSCC Therapeutic  BB-501

We intend to use our ddRNAi proprietary
technology to develop BB-501 which is designed to silence the expression of EGFR. The clinical data obtained from the past and our planned future clinical trials for
BB-401 will be used to inform the development pathway for BB-501. Our hypothesis is that, if EGFR can be silenced, then the HNSCC lesions may shrink or could possibly be
eradicated completely because EGFR has been shown to be a driver of HNSCC legion growth. We have completed the selection and optimization of shRNAs and have progressed to mousexenograft models in order to test for in vivo efficacy. We
anticipate IND-enabling studies for BB-501 may be completed in calendar 2019.

BB-301 for Treatment of Oculopharyngeal Muscular Dystrophy

We are developing BB-301 for the treatment of OPMD, an autosomal-dominant inherited, slow-progressing,
late-onset degenerative muscle disorder that usually starts in patients during their 50s or 60s. The disease is manifested by progressive swallowing difficulties, or dysphagia, and eyelid drooping, or ptosis, due to specific effects on the
pharyngeal and cricopharyngeal muscle, which is located at the top of the esophagus. The disease is caused by a specific mutation in the poly(A)-binding protein nuclear 1, or PABPN1, gene. The main pathological characteristic of OPMD is the presence
of dense intranuclear inclusions of mutated PABPN1 protein.

BB-301 utilizes a silence and
replace approach designed to silence the mutant PABPN1 gene with a ddRNAi construct and replace the mutant gene with the normal PABPN1 gene, delivered with an AAV vector.

Results from in vivo studies in an animal model of OPMD support proof of concept of this approach in
BB-301 individual components. In conjunction with collaborators, we are working to optimize the in vivo delivery of BB-301 and, assuming successful results, we
plan to develop BB-301 through IND-enabling studies, and subsequent submission of an IND application.

OPMD is a rare disease and has been reported in at least 33 countries. Patients suffering with OPMD are well identified and are aggregated in
particular regions, which we believe should simplify clinical development and commercialization of BB-301, if it is approved. The largest OPMD cluster is in the French-Canadian population, with estimated
prevalence of one in every one thousand people, and its highest prevalence is among Bukhara Jews living in Israel, where it affects one in six hundred people. In Europe, the estimated prevalence is one in one hundred thousand people. The relatively
low abundance of patients afflicted by this disease allows this indication to be characterized as a rare disease, and on January 17, 2017, the European Commission granted orphan drug designation for
BB-301 as an orphan medicinal product for the treatment of OPMD. At the appropriate stage in development, we plan to seek orphan drug designation in the United States.



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Current OPMD Treatments and Products in Development

The therapies for OPMD currently available and under development consist of a symptomatic surgical intervention called cricopharyngeal myotomy,
an intravenous trehalose injection, Cabaletta, and cell transplantation. Each of these therapies has treatment limitations.

Cricopharyngeal myotomy is used to address ptosis and improve swallowing in
moderate-to-severely affected individuals. It is the only current treatment to improve swallowing in OPMD patients but does not correct the progressive degradation of
the pharyngeal musculature, which often leads to death from swallowing difficulties and choking.

Bioblast Pharma Ltd., or Bioblast, an
Israeli biotechnology company, is developing Cabaletta. Bioblast is currently planning a Phase IIb clinical trial in Canada. Cabaletta is a solution of trehalose administered intravenously and we believe that it will require ongoing re-administration to remain effective.

The Institut de Myologie in Paris has undertaken a Phase I/II
trial of a cell transplantation therapy, grafting autologous myoblasts isolated from spared muscles into the pharyngeal muscle. This is a significantly invasive procedure requiring surgery in two different sites of a patients body.

Our ddRNAi-Based OPMD TherapeuticBB-301

We are developing BB-301, a single administration ddRNAi-based gene therapy, to correct the gene defect
which causes the disease and to address many of the limitations of therapeutic approaches currently available and those in development for OPMD. BB-301 is a monotherapy delivered using an AAV vector and is
designed to silence the expression of the mutant PABPN1 gene in esophageal muscle cells of OPMD patients while simultaneously introducing a silencing-resistant normal form of the gene. We believe OPMD is well suited for this silence and
replace approach since the genetic mutation is well characterized and the target tissue is relatively small. Once validated, we believe a similar approach could be applied to other inherited disorders.

BB-301Design and Mechanism of Action

BB-301 is designed to target three distinct regions of the PABPN1 mRNA, by generating three separate
shRNAs from a single DNA construct, and to express a silencing-resistant version of the normal PABPN1 gene (Figure 4).



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Figure 4. BB-301 AAV silence and replace
combination vector



LOGO

BB-301 is comprised of a ddRNAi DNA construct expressing three separate shRNAs
targeting three separate regions of the PABPN1 gene, designed to silence the defective PABPN1 gene in OPMD patients, combined with a gene expression construct that produces a silencing-resistant version of the normal PABPN1 gene, delivered using an
AAV vector.

In collaboration with researchers at the Royal Holloway University of London and the Institut de Myologie in Paris, we
have observed effective silencing of the PABPN1 gene in vitro by the ddRNAi construct. Furthermore, we have generated a gene expression construct that produces a silencing-resistant version of the normal PABPN1 gene. The mechanism of action
of BB-301 is shown in Figure 5.



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Figure 5. The mechanism of action of BB-301



LOGO

The DNA construct is delivered to the affected muscle cells via an AAV vector. Upon reaching the nucleus, the construct
expresses one or two independent shRNAs that are processed by the cells endogenous machinery to produce siRNAs that cleave the mutant PABPN1 mRNA and silence the expression of the mutant gene. In addition, the PABPN1 gene expression construct
expresses a silencing-resistant version of the normal PABPN1 gene, which we believe may promote restoration of muscle function to the cell.

In in vivo studies using a transgenic mouse model of OPMD at the Royal Holloway University of London and the Institut de Myologie, we
observed a normalization of muscle strength following administration of the ddRNAi and gene expression constructs (Figure 6). The full results of the studies were published in Nature Communications in April 2017.



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Figure 6. Restoration of muscle functionin vivofollowing gene silencing
and replacement



LOGO

Restoration of muscle functionin vivofollowing suppression of the mutant PABPN1 and replacement with the
normal PABPN1 gene, with muscle function measured by specific tetanic force (Po). Neither the expression of a triple hairpin construct to down-regulate the mutant form of the PABPN1 protein, nor the expression of the normal protein, was sufficient
by itself to restore specific force levels. The combination of the silencing of the mutant gene with the triple hairpin construct and replacement with the normal gene was observed to restore specific force capacity to healthy levels.

Ongoing Development Plans for BB-301

In December 2016, we signed a new Research and Collaboration Agreement with the Royal Holloway University of London and the Institut de
Myologie in Paris to support in vivo studies of our ddRNAi based therapeutics for the treatment of OPMD. Under the collaboration with the Royal Holloway University of London, we have ongoing in vivo studies in an animal model of OPMD with the lead
clinical candidates.

In August 2017, we announced our innovative vector design to silence and replace the disease-causing
gene in a single construct. The single vector system has shown activity consistent with the dual vector system in which the silence and replace are delivered in separate vectors. Being a single product simplifies the
regulatory process and reduces the complexity of the clinical strategy for BB-301. We anticipate initiating a clinical trial in the second half of calendar 2018, subject to toxicity results and future
regulatory review.

BB-201 for the Treatment of Age-Related Macular
Degeneration

Overview

We are developing a ddRNAi-based therapy for the treatment of wet AMD, which is designated BB-201. The
delivery vector for BB- 201 is comprised of a novel AAV capsid that has been developed in collaboration with 4DMT and is designed to deliver ddRNAi constructs to the retina using a direct intravitreal
injection. The aim of this program is to develop a therapeutic that provides long-term treatment of AMD from a single intravitreal injection. We believe this could replace the need for regular subretinal injections of protein based therapeutics into
the eye, which is the current standard of care.

AMD is one condition that leads to the deterioration of the eyes macula. The macula
is a small area in the retina that is responsible for central vision. AMD is the leading cause of blindness and visual impairment in older adults, often involving blood vessel overgrowth and damage to the retina resulting in the loss of vision in
the central visual field. The vascular endothelial growth factor, or VEGF-a, is responsible for stimulating the new blood vessel growth. The disease occurs in two forms, wet and dry. Dry AMD is the most common
type of macular degeneration and affects 85% to 90% of the people with AMD. Dry AMD often develops into wet AMD.



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Wet AMD is the more advanced type of AMD. In wet AMD, which is also called exudative, or
neovascular, AMD, the Bruchs membrane underlying the retina thickens, then breaks. The oxygen supply to the macula is disrupted and, as a result, new abnormal blood vessels grow through the subretinal membrane towards the macula, often raising
the retina. The blood vessels are fragile, and often leak fluids that damage the macula. VEGF-a is a key molecule known to stimulate the new blood vessel growth in wet AMD. Although the wet form of the disease
affects only 10% to 15% of those who have AMD, wet AMD accounts for 90% of the severe vision loss caused by macular degeneration.

According to a study published in JAMA Ophthalmology, AMD is the leading cause of irreversible vision loss in the United States,
affecting an estimated 1.75 million people. It is estimated that 196 million people will be affected by AMD worldwide by 2020 according to a study published in The Lancet Global Health.

There are a number of treatments currently available for wet AMD. According to GlobalData, the annual wet AMD treatment market across the
United States, the United Kingdom, Germany, France, Spain, Italy and Japan will almost double from US$5.1 billion in 2013 to US$10.1 billion by 2023.

Current AMD Treatments

According to GlobalData, the global AMD treatment market is dominated by anti-VEGF drugs, including Lucentis, Avastin and Eylea.



| |  |  | Lucentis (ranibizumab) is an antibody fragment, or macromolecule, that directly inhibits VEGF-a by binding to it and thus preventing its binding to the corresponding receptor in
the retina. The main challenge for Lucentis is that it requires frequent administration, typically monthly or bimonthly, via intravitreal injections.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Avastin (bevacizumab) is a monoclonal antibody that also binds to VEGF-a. Although approved only for use in colon cancer, it is used off label for AMD. It is also injected
intravitreally and requires ongoing regular injections to maintain its effect.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Eylea (aflibercept) is a recombinant fusion protein consisting of portions of human VEGF receptors 1 and 2 extracellular domains fused to the Fc portion of human IgG1. It is recommended to be injected intravitreally
every four weeks for the first three months and every eight weeks thereafter. Eylea is thought to work by inhibiting VEGF-a, VEGF-b and PlGF.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Macugen (pegaptanib) is an RNA aptamer that is directed against VEGF-a. It is recommended to be injected intravitreally every six weeks.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

All four treatments have similar risks and potential for adverse events, due primarily to their use of frequent intravitreal injection. Risks
of intravitreal injections include increase in intra-ocular pressure, retinal detachment and endophthalmitis, or inflammation of the internal chambers of the eye. Patients and doctors dislike ocular injections and tend to prefer treatments that
require these injections less frequently. The use of VEGF inhibitors can also cause blood clots.

A number of companies are developing
gene therapy-based treatments for AMD. In general, these approaches involve the delivery of genes expressing proteins that are designed to inhibit new blood vessel formation, which is one of the hallmarks of the disease. The genes that are being
developed include genes that express VEGF inhibitors in addition to other factors that activate new blood vessel formation. In contrast, our approach is designed to directly silence the gene responsible for producing
VEGF-a. We believe this could be more effective than other gene therapy approaches as our approach is to design ddRNAi-based therapeutics to prevent the



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production of VEGF-a rather than to deliver a new gene that expresses a new protein to inhibit VEGF-a after it has
been produced. Furthermore, we believe that most of the other gene therapy approaches are delivered using subretinal injections. This route of administration presents challenges, including the requirement for hospitalization as a result of general
anesthesia and the length of time required to complete the complicated surgical procedure.

Our ddRNAi-based AMD TherapeuticBB-201

There are several challenges in the development of AMD therapeutic
market and we believe that our ddRNAi technology has the potential to address and overcome a number of these challenges, including:



| |  |  | The relatively short half-life of current standard-of-care therapies results in the need for regular administration by intravitreal
injection every four to eight weeks. We believe our ddRNAi-based therapeutics have the potential for sustained inhibition of disease progression, possibly for months or years, from a single intravitreal injection.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AMD therapeutic programs under development at a number of other gene therapy companies focus on administering the product to target cells by subretinal injection. We are
co-developing with 4DMT AAV vectors to target the subretinal cells following intravitreal injection, which we believe is a more commercially viable and less invasive route of administration and is the route
used in most current anti-VEGF therapies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There are no approved treatments for dry AMD. We have designed and tested a ddRNAi construct, termed BB-202, that we believe has potential to address this unmet market need. BB-202 may be progressed in development at a later date.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

BB-201 Design and Mechanism of Action



| |  |  | We are developing a ddRNAi-based product candidate for wet AMD, called BB-201. BB-201 has been designed to address many of the limitations
for therapeutics for AMD currently on the market or under development.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | BB-201 is a ddRNAi construct expressing a three independent shRNAs that inhibit the expression of genes that encode for the VEGF-a, VEGF-b and PGF (Figure 7). VEGF-a is responsible for stimulating the new blood vessel growth in wet AMD.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Figure 7. Our AMD ddRNAi construct



LOGO

BB-201 is a construct that uses three independent promoters to drive the
expression of short hairpin RNA that target VEGF-a, VEGF-b and PGF and is intended for use in subjects with wet AMD.

We have observed in in vitro studies that BB-201 (Figure 8) is effective at silencing the
target genes.



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Figure 8. Effects of BB-201 on VEGF-a, VEGF-b and PGFin vitro.



LOGO



VEGF-a



LOGO



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VEGF-b



LOGO

PGF

A retinal pigment epithelial cell line culturedin vitrowas treated with adenovirus harboring the BB-201 expression construct and monitored for up to 144 hours for inhibition of protein (light bars) and mRNA (black bars) as well as expression of the shRNA produced (triangles). MOI represents the
multiplicity of infection. The production of anti-VEGF-a, VEGF-b and PGF shRNAs inside of the cells correlated with significant silencing of the respective target mRNA.

Ongoing Development Plan for AMD  Development of Novel Delivery Vector

We have engaged in a collaboration with 4DMT to identify novel AAV capsids that, when delivered by intravitreal injection, will deliver our
ddRNAi constructs to the retinal cells of the eye. As a result of this collaboration we have been able to demonstrate enhanced transduction of ocular tissues with several novel AAV capsids. Being able to deliver drugs in therapeutically relevant
concentrations is a key challenge in drug development. We believe these outcomes demonstrate the commercial applicability of having a vector that can transduce the retina following an intravitreal injection. The wet AMD program is the first program
in this space and we anticipate exploring additional ddRNAi product candidates for other ocular indications, in particular retinal diseases, using these novel viral vectors as a key component in that platform.

We are now initiating in vivo proof of concept studies in which these novel capsids will be used to deliver the
BB-201 DNA construct that expresses an shRNA designed to silence VEGF-a, VEGF-b and PGF in a
non-human primate model in which AMD has been induced by the treatment of the retina with a laser. The mechanism of action of BB-201 is shown in Figure 9.



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Figure 9. The expected mechanism of action of BB-201



LOGO

Following an intravitreal injection, the DNA construct is delivered to the nucleus of retinal cells via an AAV vector
(A). Upon reaching the nucleus, the construct expresses three types of shRNAs that are processed by the cells endogenous machinery to produce siRNAs that cleave the VEGF-a,
VEGF-b and PGF mRNA and prevents the corresponding proteins from being expressed and thus preventing it from stimulating the growth of new blood vessels.

We anticipate completing in vivo preclinical proof of concept studies in calendar 2017. Subject to regulatory discussions, we
anticipate initiating IND-enabling work in 2018 and anticipate completing IND-enabling studies for BB-201 in late calendar 2018.
We will need to seek additional financing to proceed with clinical trials for our product candidate for AMD.

BB-103 for the Treatment of Hepatitis B

We are developing
BB-103 for the treatment of HBV. Results of in vivo and in vitro studies, from December 2016, March 2016 and December 2015, have, we believe, demonstrated the potential utility of an approach
that combines RNAi with gene therapy to treat HBV, and we intend to advance the HBV program towards the clinic. However, we will need to seek additional financing to proceed with clinical trials for BB-103.

We have completed a Phase I/IIa clinical trial for our now discontinued product candidate,
TT-034, which we were developing to treat patients chronically infected with the most common genotype of HCV. The trial achieved its primary end point of safety of
TT-034 in HCV patients, based on safety within the liver and other organs of the nine patients that were dosed in the study. There was one serious adverse event observed, a pulmonary embolism resulting from a
fall, and it was classified as unrelated to the therapy. That event was resolved within four weeks. Three other adverse events (diarrhoea, light-headedness and bradycardia) were also observed and considered possibly treatment related. All of those
events were mild in nature and resolved completely. No adverse event met the pre-defined criteria for a dose-limiting toxicity. In addition, no T-cell capsid response
was seen in any of the subjects, as has been previously reported at similar high-dose levels in other systemic trials with AAV. While transduction of hepatic tissues was seen, there was no reduction in viral load in treated patients, which was a
secondary endpoint of the study. We believe that our experience with the TT-034 clinical trial will be of value in designing and implementing our other programs, in particular HBV, as both HBV and HCV
replicate in the liver. We have designed certain aspects of BB-103 to mimic the design elements of TT-034.



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The human hepatitis B virus is a small DNA virus that, according to the WHO, infects up to
240 million people worldwide, resulting in up to 780,000 deaths per year. Infection with HBV occurs in phases ranging from a silent, acute phase that can be resolved by the immune system to a persistent chronic infection requiring life-long
therapy. In the case of a chronic HBV infection, the presence of viral proteins, particularly the s-antigen, causes hepatic inflammation leading to liver dysfunction, acute hepatic failure, cirrhosis or
hepatocellular carcinoma.

Current Hepatitis B Treatments

HBV predominantly exists as eight genotypes, designated A through H, with distinct geographic distribution. We believe the keys to developing a
successful HBV therapeutic are to stop viral replication and to prevent production of or clear specific antigens generated by the virus, in particular the HBV surface antigen, or HBsAg.

According to GlobalData, a market research firm, the global hepatitis B therapeutics market was worth $2.4 billion in 2014, and is
expected to reach a total of $3.0 billion by 2024 at a Compound Annual Growth Rate of 2.4%. The current therapies used as standard of care for HBV consist of antivirals composed of nucleotide and nucleoside analogues, or NUC, and, less
commonly, interferon therapy.

The most common anti-viral medications are taken as tablets each day for a year or longer and primarily act
to inhibit viral replication:



| |  |  | Lamivudine (Zeffix). There are almost no side effects to Lamivudine, however a significant concern is the possible development of hepatitis B virus mutations and antiviral drug resistance after long-term use.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Adefovir (Hepsera). Adefovir is often used for people who have developed a hepatitis B virus mutation after taking Lamivudine. There are almost no side effects except for the possibility of developing hepatitis B virus
mutations and antiviral drug resistance.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Entecavir (Baraclude). Entecavir has potent activity against chronic hepatitis B. There are almost no side effects except for the possibility of developing hepatitis B virus mutations and antiviral drug resistance.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tenofovir (Viread). Tenofovir has potent activity against chronic hepatitis B. It is particularly useful in patients who have developed drug resistance to other medications.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pegylated Interferon (Pegasys). Interferon is given by injection once a week, usually for six months to a year. The drug has many potential side effects, such as flu symptoms and depression, but is reported to control
the hepatitis B virus in a third of patients without need for long-term medication.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Most of these therapies can provide
long-term viral load suppression but have low cure rates and have the additional risk of drug-resistant mutations. The long-term use of interferon, particularly in high doses, may also be associated with significant side effects, including nausea,
vomiting, shortness of breath, dizziness and fatigue, adding to issues with patient compliance for the course of treatment. We believe that there is significant unmet medical need for HBV treatment due to the following factors:



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| |  |  | inability of existing therapies to address the risk of recurrence of the infection, once an antiviral therapeutic is removed, due to the persistence of HBV covalently closed circular DNA, or cccDNA. cccDNA is a
supercoiled DNA molecule that is present in the nucleus of HBV-infected cells and acts as a reservoir for further HBV infectivity. cccDNA is responsible for persistence of infection in the natural course of
chronic HBV infection and during prolonged antiviral therapy;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | mutations in the HBV genome conferring resistance to existing therapies; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | long treatment regimens and, in some cases, significant debilitating side effects associated with current therapies, which lead to a risk of patient non-compliance.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

A problem inherent to all of the current HBV antiviral treatment approaches is their inability to achieve a curative
outcome. According to a study published in the Journal of Viral Hepatitis in 2014, HBsAg clearance occurs in only 3% of patients treated with a NUC and 7.8% of patients treated with interferon.Sustained suppression of HBV cccDNA by
treatment with a NUC is only possible with continued treatment for many years, and clear-cut guidelines on when to stop treatment are not yet available. The studys authors concluded that there is a need
for alternative therapeutic approaches such as drugs that can preferentially target stages in the life cycle of HBV, referred to as direct acting anti-virals, or DAAs, as well as new immunotherapeutic approaches.
BB-103 is designed to be single administration ddRNAi-based therapy that is delivered using a gene therapy vector that targets the liver and inhibits viral replication and
s-antigen production on a long-term basis. We believe that combining BB-103 with a NUC, a class of drugs currently used to treat the HBV in infected individuals, will
help spur the patients own immune system to produce anti-s-antigen antibodies and eliminate their daily anti-viral treatments to control disease.

There are three late-stage pipeline agents in development for the treatment of hepatitis B, including TAF,
GS-9620 and GS-4774. These products aim to fulfill key unmet needs by targeting improvements in safety and tolerability, and by more effectively lowering serum HBsAg
which may indicate better long term disease outcomes.

Our ddRNAi-based Hepatitis B
TherapeuticBB-103

We are developing BB-103
to address many of the limitations of therapeutics for HBV currently on the market and those in development. BB-103 is designed to be a single administration ddRNAi-based therapy that is delivered using a gene
therapy vector that targets the liver and inhibits viral replication and s-antigen production on a long-term basis. Although initially developed as a monotherapy, we believe that combining BB-103 with a NUC, a class of drugs currently used to treat the HBV in infected individuals, will help spur the patients own immune system to produce anti-s-antigen antibodies and eliminate their daily anti-viral treatments to control disease.

BB-103 has been designed to target the liver and produce steady state levels of anti-HBV shRNAs that inhibit viral replication and viral protein production. This includes the
hepatitis B surface-antigen, or s-antigen, which is thought to be the principal component of the long-term immunosuppression and chronicity associated with disease progression. The BB-103 therapeutic vector is being developed to be used in combination with other anti-viral compounds.

BB-103 has been designed to mimic certain design elements of
TT-034, our now discontinued product candidate for the treatment of HCV, and we believe useful information was obtained from the TT-034 clinical trial which could be
beneficial for the clinical development of BB-103, the IND-enabling studies, the design and regulatory approval pathway for initial clinical trials, and potentially the
starting clinical dose, in light of the similarities between TT-034 and BB-103. Although HBV and HCV are a DNA and RNA virus respectively, both replicate predominantly
in the hepatocytes of infected subjects, the target tissue for BB-103 and TT-034:



| |  |  | both use identical AAV8 capsids for delivery;
| | - |  | ---------------------------------------------



| |  |  | many of the components of the recombinant expression construct remain unchanged including the use of three simultaneously expressed ddRNAi components directed to cleave viral RNA;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the data from the TT-034 clinical study has provided a solid understanding of the safety of a ddRNAi product in humans as well as establishing a relationship between the dose
administered and the level of DNA transduction and transgene expression; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extensive pre-clinical toxicology package from the development of TT-034 provides relevant information for BB-103.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

BB-103Design and Mechanism of
Action

The design of the BB-103 DNA construct takes advantage of the structure of the HBV
genome. The hepatitis B virus is a small DNA virus with four overlapping open reading frames, meaning several genes are produced from the same DNA sequence by shifting the starting point of the translation process (Figure 10). These four
genes are known as the core, surface, X and polymerase genes. The core gene encodes the core nucleocapsid protein, which is important in viral packaging and thought to help stabilize cccDNA, and hepatitis B
e-antigen. The surface gene encodes proteins, including s-antigen. The X gene encodes the X protein, which has properties that may be important in liver carcinogenesis.
The polymerase gene encodes a large protein with functions critical for viral packaging and replication. Although HBV is a DNA virus, it replicates through an RNA intermediate. BB-103 targets the viral mRNA at
three overlapping regions of the genome (Figure 10), simultaneously silencing the surface, X, core and polymerase genes. As a result, we believe that the long-term suppression of HBV viral replication, through silencing of the polymerase gene
and targeting the HBV RNA used for replication, the inhibition of HBV viral proteins production, including the s-antigen production, through silencing of the surface gene, and the inhibition of the cccDNA,
through silencing of the core protein gene, could lead to eradication of HBV infection in patients by a single administration of BB-103 when paired with a NUC.

In vitro Development Highlights

Our bioinformatics analysis of the major HBV genotypes, A through H, has identified several well-conserved regions of the genome for targeting
with ddRNAi therapeutics. We have designed numerous shRNAs to target these regions, and we have identified lead candidates based on several factors, including activity, hyperfunctionality, meaning the highest activity at lowest levels, and the
ability of the shRNA strand to be incorporated into the cells natural RNA processing mechanism. The final clinical construct we have chosen is illustrated in Figure 11.



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Figure 10. The design for BB-103



LOGO

A



LOGO

B

The design for BB-103 is based on the design of TT-034, utilizing an AAV
capsid and a triple construct targeting three separate conserved regions on the HBV mRNA (A); The shRNAs target regions on the overlapping reading frames of the HBV genome (B), allowing simultaneous targeting of the mRNAs that express viral proteins
including DNA polymerase, s-antigen and core proteins.



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Figure 11. The mechanism of action of BB-103



LOGO

The DNA construct is delivered to the nucleus of hepatocytes via an AAV vector. Upon reaching the nucleus the construct
expresses three different types of shRNAs (B) that are processed by the cells endogenous machinery to produce siRNAs that cleave the HBV mRNA and thus prevent the virus from replicating and producing viral proteins.

In vivo Development Highlights and Ongoing Development Plan for BB-103

Our development plan for BB-103 is focused on demonstrating clinical proof of concept in a Phase I/IIa
clinical trial.

Initial in vitrodata from preclinical results in December 2015 demonstrated the efficacy of BB-102, a first generation compound expressing similar anti-HBV shRNA, to suppress multiple aspects of HBV in infected human liver cells. The in vitrodata was
supported by in vivo experiment in the chimeric mouse model results reported in March 2016, which demonstrated suppression of HBV in vivo in a mouse model following a single administration. Key findings from the in vivo study
indicated that a single BB-102 treatment:



| |  |  | reduced serum HBV DNA by 1.83 logs, equivalent to 98.5% elimination of circulating HBV;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | reduced intracellular liver HBV DNA by 94.9%;
| | - |  | ---------------------------------------------



| |  |  | suppressed serum antigens, HBsAg and HBV envelope antigen (HBeAg), by 97.6% and 92.5%, respectively; and
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | decreased levels of HBV viral RNA and cccDNA.
| | - |  | ---------------------------------------------

In vivo data released in December 2016
and February 2017 from our preclinical study in the PXB chimeric mouse model demonstrated enhanced HBV suppression from a single administration of a ddRNAi agent in combination with a daily dosing regimen of antiviral medication that is a current
standard of care for HBV. In this in vivo study, BB-101, BB-102 and BB-103 were administered once at the beginning of
treatment, and anti-HBV activity was monitored over the course of 13 weeks by following serum HBV DNA, HBsAg and HBeAg on a weekly basis. At the conclusion of the study, intracellular HBV DNA as well as cccDNA
was quantified. In combination studies, a single dose of ddRNAi agents were administered with a daily dose of entecavir, a nucleoside reverse transcriptase inhibitor, or a pegylated interferon agent that was administered twice a week for the
duration of the study.



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We believe the results of this study demonstrate sustained suppression of HBV in an in vivo model when paired with current standard of care agents for treatment of HBV and support
progression of our lead product candidate for treatment of HBV toward clinical trials. Key findings from this in vivo study are:



| |  |  | A single dose of BB-103 and BB-102 in the absence of other antiviral agents resulted in a maximum drop of serum HBV DNA levels at 2.17 log
and 1.87 log reduction. A modest rebound of HBV DNA levels was noted following 56 days of treatment. A treatment arm consisting only of daily dosing of entecavir resulted in a 2.63 log drop in serum HBV DNA levels.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A single dose of BB-103 and BB-102 in combination with daily dosing of entecavir resulted in a drop of serum HBV DNA levels below 3.72 log,
the lower limit of quantification for the assay. The lower limit of quantification for an assay represents the lowest value that can result in accurate quantification of HBV DNA levels. Although HBV DNA is detectable below this level, it cannot be
quantified accurately. The reduction in viral burden continued to diminish until the end of the 91 day study.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A single dose of BB-103 in combination with daily dosing of entecavir resulted in a drop in HBsAg levels by 2.14 log, and a single dose of
BB-102 in combination with daily dosing of entecavir resulted in a drop in HBsAg levels by 1.86 log. Treatment with entecavir alone only resulted in a drop in HBsAg levels by 0.46 log.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A single dose of BB-103 in combination with daily dosing of entecavir resulted in a drop in HBeAg levels by 1.90 log, and a single dose of
BB-102 in combination with daily dosing of entecavir resulted in a drop in HBeAg levels by 1.42 log. Treatment with entecavir alone only resulted in a drop in HBeAg levels by 0.37 log.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In April 2017, we completed a pre-IND submission with the FDA in which the feedback provided by the
agency included details regarding steps required to initiate a clinical trial for BB-103. We have been working closely with key opinion leaders and clinicians to finalize the design of the protocol for the BB-103 human study and we are seeking partnerships to allow us to begin clinical trials for BB-103.

TT-034 for the Treatment of Hepatitis C

Hepatitis C is a complex public health problem, characterized by a high prevalence of chronic infection by an RNA virus, an increasing burden
of HCV-associated disease, low rates of testing and treatment, and the prospect of increasing incidence associated with injectable drug abuse. According to the WHO, over 170 million individuals worldwide
have chronic hepatitis C. Chronic infection can result in cirrhosis and death in 20% of patients due to end-stage liver disease or hepatocellular carcinoma. We have been developing a ddRNAi-based therapeutic, TT-034, for the treatment of the most common genotype of the human hepatitis C virus. We began a Phase I/IIa first-in-human clinical
trial of TT-034 in January 2014. Following the commencement of the clinical trial of TT-034, a number of new and effective therapeutics were approved for the treatment
of HCV. Competitors products showed improvements in the efficacy, delivery and success rate of treatments for HCV while, at the same time, reducing the price and duration of their treatments.

As a result of the increasingly competitive landscape, in February 2016 we concluded that the TT-034
program no longer offered the commercial value necessary to attract a worthwhile commercial partnership deal and, as a result, did not warrant additional expenditure or focus of our resources beyond completion of the existing patients.

This phase I/IIa clinical study enrolled nine patients who received a single intravenous infusion of
TT-034 at escalating doses. Patients were monitored for safety and efficacy assessments over 24 weeks following the administration of TT-034. A liver biopsy, collected
21 days post dosing, was used to assess hepatic TT-034 DNA levels and shRNA expression.



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These results show the administered doses of TT-034 to be
well tolerated with no treatment related serious adverse events observed. In the nine patients dosed, one serious adverse event, a pulmonary embolism resulting from a fall, was observed and classified as unrelated to therapy. That event resolved
within four weeks. Three other adverse events (diarrhoea, light-headedness and bradycardia) were also observed and considered possibly treatment related. All of those events were mild in nature and resolved completely. No adverse event met the pre-defined criteria for a dose-limiting toxicity. In addition, no T-cell capsid response was seen in any of the subjects, as has been previously reported at similar high dose
levels in other companies systemic trials with AAV. The patients dosed with TT-034 will be followed in a pre-planned
follow-up study where they will have annual health checks for four and one-half years following completion of the study.

While transduction of hepatic tissues was seen, the assessment of TT-034 treatment on viral load, a
secondary endpoint of the study, showed no reduction in viral load in the treated subjects.

We believe the data collected from this study
will have a positive impact not only on Benitecs other therapeutic programs, but also for the field of gene therapy as a whole. This is the first time DNA transduction and transgene expression could be measured directly in hepatic tissues
following systemic administration. We have been able to use the data from this study to implement design changes in our clinical constructs and to ensure that our other therapeutics programs benefit from this study.

Our Out-Licensed Programs

We have licensed our ddRNAi technology to companies who are developing therapeutic programs in five disease areas. These licenses expand the
areas and number of ddRNAi-based therapeutics being developed. Each of them provides a potential opportunity for further clinical validation of the technology and potential revenue opportunity. These licenses have been granted to small early-stage
biotechnology companies with modest upfront and early development milestone payments and greater milestone payments due upon later-stage program success. Under these agreements, we have received aggregate payments of A$0.2 million and
A$0.3 million for the fiscal years ended June 30, 2016 and June 30, 2017, respectively. We do not expect that any milestone payments we may receive in the future will be significant to our business.

HIV/AIDS

In March
2012, we granted a non-exclusive, royalty-bearing, worldwide license to a U.S.-based biotechnology company, Calimmune, Inc., or Calimmune. Under the agreement, Calimmune can develop, use and commercialize
ddRNAi to silence up to three targets for the treatment or prevention of HIV/AIDS. Calimmunes approach was developed with core technology from the laboratory of Dr. David Baltimore, a Nobel Laureate in the area of HIV/AIDS, and involves
silencing the gene that codes for a receptor protein known as CCR5. Calimmunes HIV/AIDS treatment is known as Cal-1.

The license provides for modest upfront and milestone payments and single-digit percentage royalty payments on net sales. In addition, we
receive a percentage of any sub-licensing revenues received. Unless terminated at an earlier date, the license agreement continues until the expiration or termination of all patents subject to the license. We
may terminate the license agreement in the event of certain breaches by Calimmune or if Calimmune commences an action or proceeding with respect to the patent rights that are the subject of the license. Calimmune may terminate the license agreement
at will.

Retinitis Pigmentosa

In July 2012, we granted an exclusive, royalty-bearing, worldwide license to an Ireland-based biotechnology company, Genable Technologies
Limited, or Genable, to use, develop or commercialize RNAi for treatment or prevention of retinitis pigmentosa. Genables treatment involves suppression of the mutant and normal genes, and replacement with a normal RHO gene that has been
modified to be resistant to ddRNAi gene silencing. Genable has reported that it established proof of concept in an in vivo model of the disease. Genables treatment for retinitis pigmentosa, GT308, is named RhoNova.



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The license provides for modest upfront and milestone payments and single-digit percentage
royalty payments on net sales. In addition, we receive a percentage of any sub-licensing revenues received. Unless terminated at an earlier date, the license agreement continues until the expiration or
termination of all patents subject to the license. We may terminate the license agreement in the event of certain breaches or if Genable commences an action or proceeding with respect to the patent rights that are the subject of the license. Genable
may terminate the license agreement at will.

Huntingtons Disease

In December 2012, we granted a non-exclusive, royalty-bearing, worldwide license to a Netherlands-based
biotechnology company, uniQure biopharma B.V., or uniQure, to use, develop or commercialize RNAi for treatment of Huntingtons disease. Our license grants to uniQure rights to develop, use and commercialize an AAV vector with a ddRNAi cassette
targeting the gene associated with Huntingtons disease, or the Htt gene, or an AAV-RNAi-based product for Huntingtons disease directed to up to three gene targets specific to Huntingtons
disease.

The license provides for modest upfront and milestone payments and single-digit percentage royalty payments on net sales. In
addition, we receive a percentage of any sub-licensing revenues received. Under the agreement, uniQure has an option to convert the license to an exclusive license depending upon achievement of certain
preclinical milestones, and also to acquire additional licenses to our ddRNAi technology for other specific diseases. Unless terminated at an earlier date, the license agreement continues until the expiration of either all patents subject to the
license or regulatory exclusivity, whichever is longer. We may terminate the license agreement in the event of certain breaches or if uniQure has not met a defined sales milestone or commences an action or proceeding with respect to the patent
rights that are the subject of the license. uniQure may terminate the license agreement at will. In addition, certain rights and licenses granted to uniQure pursuant to the license agreement will automatically terminate in the event that our license
of technology from Galapagos NV expires or is terminated.

Cancer Immunotherapy

In August 2013, we granted an exclusive, royalty-bearing, worldwide license to a U.S.-based biotechnology company, Regen Biopharma Inc., or
Regen, to use ddRNAi for silencing expression of indoleamine 2,3dioxygenase, or IDO, in dendritic cells. Regen is developing a cancer immunotherapy using the licensed technology. IDO is associated with immune-suppression and is overexpressed
in some cancers. Regen has reported preclinical evidence that modification of these cells using ddRNAi targeting the silencing of IDO may significantly enhance their efficacy in cancer immunotherapy. Regens first treatment, which is for breast
cancer, is called dCellVax.

The license provides for modest upfront and milestone payments, payable in cash or stock of Regens
parent company at Regens discretion, and single-digit percentage royalty payments on net sales. In addition, we receive a percentage of any sub-licensing revenues received. Unless terminated at an
earlier date, the license agreement continues until the expiration or termination of all patents subject to the license. We may terminate the license agreement in the event of certain breaches or if Regen has not met a defined sales milestone or
commences an action or proceeding with respect to the patent rights. Regen may terminate the license agreement, in whole or in part, at will.

Intractable Neuropathic Pain

In November 2014, we granted an exclusive, royalty-bearing, worldwide license to a U.S.-based biotechnology company, Circuit Therapeutics,
Inc., or Circuit Therapeutics, to use ddRNAi for the development of treatments for and the prevention of pain. Under the licensing agreement, Circuit Therapeutics has rights to develop, use and commercialize treatments that use ddRNAi to silence
Nav1.7, a sodium ion channel that is exclusively expressed in certain sensory nerves and is critical for generation of pain.

The license
provides for modest upfront and milestone payments and single-digit percentage royalty payments on net sales. In addition, we receive a percentage of any sub-licensing revenues received. Unless terminated at
an earlier date, the license agreement continues until the expiration or termination of all patents subject to the license.



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We may terminate the license agreement in the event of certain breaches or if Circuit Therapeutics commences an action or proceeding with respect to the patent rights. We may also terminate the
license agreement if Circuit Therapeutics has not met certain sales and development milestones. Circuit Therapeutics may terminate the license agreement at will.

New Areas for ddRNAi Application

We
believe the applicability of ddRNAi to disease treatment could be further expanded using a number of strategies that are in the early stages of development. These strategies are summarized below.

Immunotherapies

One approach to immunotherapy involves engineering patients own immune cells to recognize and attack their tumors. This approach is
called adoptive cell transfer, or ACT. ACT utilizes T cells. After isolation from a patients blood, the T cells are genetically engineered to produce special receptors on their surface called chimeric antigen receptors, or CARs. CARs are
proteins that enable T cells to recognize a specific protein, or antigen on tumor cells. These engineered CAR T cells are cultured and expanded in the laboratory and then infused into the patient. After the infusion, the technology relies on the T
cells multiplying in the patients body and, with guidance from their engineered receptor, recognize and kill cancer cells that harbor the antigen on their surfaces.

CAR T cell therapy can cause side effects, the most common being cytokine-release syndrome. The infused T cells release cytokines, chemical
messengers that help the T cells function. With cytokine-release syndrome, there is a rapid and massive release of cytokines into the bloodstream, which can lead to dangerously high fevers and precipitous drops in blood pressure. In addition, the
reliance on patient-derived stem cells requires a non-scalable manufacturing process that is complex, time consuming and expensive.

An important aim for next generation of CAR T therapies is to silence multiple genes known to be associated with cytokine release syndrome,
including the T cell receptor, or TCR, and major histocompatibility complex, or MHC. We believe that ddRNAi technology could potentially be used to achieve this goal.

Most of the current CAR applications use lentivirus to deliver gene constructs expressing CARs. The packaging capacity of this vector allows
the expression of several shRNA constructs along with the CAR in a single construct. Thus, the same cell population that is transduced to express the CAR can also be modified by the activity of shRNA expressed from the same vector.

In addition to silencing the TCR, we believe ddRNAi technology could potentially be used to enhance other properties of CAR T cells.

Non-viral delivery of DNA constructs

Efficient delivery of DNA constructs to tissues remains a principal challenge to the development of gene therapy based therapeutics. Most gene
therapy strategies employ viral vectors. We are using AAV based vectors in our HBV program to deliver therapeutic ddRNAi constructs to hepatocytes. While AAV vectors can transduce livers with high efficiency and drive sustained expression of shRNAs,
there are certain disadvantages with their use.

A proportion of patients possess neutralizing antibodies to AAV, and efficient liver
transduction could consequently be inhibited in such patients. Treatment with AAV vectors could also induce an immune response in some patients, potentially limiting the ability to readminister therapeutic viral vectors to those patients. While
strategies such as transient immune suppression might circumvent these issues, we believe the use of non-viral DNA delivery vectors, designed to be non-immunogenic,
could offer intrinsic advantages for gene therapy. We are consequently investigating strategies to develop non-viral vectors for the delivery of therapeutic ddRNAi constructs.

Our initial work on the development of non-viral vectors is being undertaken in the context of the HBV
program. We have prepared DNA constructs that show persistence of expression in vivo and have also demonstrated that ddRNAi constructs prepared in this manner can express HBV therapeutic shRNAs. We are attempting to complex these DNA
constructs in nanoparticles to achieve efficient transduction of hepatocytes in vivo and achieve sustained expression of shRNAs.



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Ocular diseases

We believe that a number of retinal diseases beyond AMD could be targeted by ddRNAi therapeutics, assuming the AAV capsid selection program
with 4DMT is successful. This program aims to produce an AAV capsid that can target a broad range of ocular cells following an intravitreal injection. We have exclusive access to the selected AAV capsids from 4DMT for all ocular indications using
ddRNAi.

Intellectual Property

We
actively seek to protect the intellectual property and proprietary technology that we believe are important to our business, which includes seeking and maintaining patents claiming our ddRNAi technology, and other inventions relating to our products
in development, or otherwise commercially and/or strategically important to the development of our business. We also rely on know-how and trade secrets that may be important to the development of our business
and actively seek to protect the confidentiality of such know-how and trade secrets.

Our success
will depend on our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to our business, defend and enforce our patents,
preserve the confidentiality of our trade secrets and operate without infringing the valid and enforceable patents and proprietary rights of third parties. For more information, please see Risk FactorsRisks Related to Our Intellectual
Property.

As of October 2017, we own a total of fifteen patent families, of which three are in the provisional phase, four are in
the Patent Cooperation Treaty, or PCT, phase and others have progressed to national phase and are under prosecution. These families include granted patents in the United States (8), Europe (3), Australia (3), Canada (1) and New Zealand (1). We
have more than 22 pending national/regional applications in a total of 15 jurisdictions (counting as one jurisdiction the member states of the European Patent Convention). This intellectual property portfolio for our ddRNAi technology, improvements
to the technology and product-specific patents can be commercialized collectively or in individual product candidate programs.

We also
have a portfolio of in-licensed patents relating to the ddRNAi platform technology. The license from Commonwealth Scientific & Industrial Research Organization, or CSIRO, includes irrevocable,
exclusive rights in the field of human therapeutics to CSIROs patents claiming ddRNAi. The license includes two patent families with patents in the United States (9), Europe (3), the United Kingdom (1), Australia (4) and Canada (1). The
license also includes nine pending national/regional applications in a total of four jurisdictions.

ddRNAi Platform Technology

The two patent families exclusively licensed from CSIRO include different aspects of the ddRNAi technology. The first of these
patent families relates to DNA constructs and methods for using DNA to deliver RNA molecules, particularly shRNA, directed to the target gene. The granted U.S. patents in this family include claims to the structure and design of the DNA constructs,
as well as human, animal and plant cells containing such DNA constructs and methods of using these constructs to reduce expression of a target gene. We expect any patents granted in this patent family to expire in March 2019.

The second patent family is an extension of the first patent family, and relates to chimeric DNA and methods for using DNA to deliver RNA
molecules, particularly shRNA. The granted U.S. patent in this family claims DNA constructs and methods for reducing expression of a target gene in a plant as well as plant cells, subject matter that is not within our current field of use. We expect
any patents granted in this patent family to expire in April 2019.

In December 2009, we entered into a commercial license arrangement
with CSIRO for these two patent families relating to ddRNAi technology. This worldwide license in the field of human therapeutics is exclusive and irrevocable. In exchange for the license, we issued ordinary shares to CSIRO, and we are required to
pay CSIRO approximately A$300,000 in the event of corporate transactions such as a merger, sale, change of control, capital reconstruction or insolvency event relating to Benitec. Under the license agreement, following notice to us and receipt of
our comments, if any, CSIRO has control over prosecution of patent applications and litigation, if any.

Two of the CSIRO patents in the
first family were opposed by third parties before the European Patent Office. The European Patent Office Opposition Board published decisions in these proceedings in July 2014 and July 2015.



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In its July 2014 decision, the Board revoked the first of these two related European patents and,
in its July 2015 decision, it revoked the second. CSIRO appealed both decisions. One of the appeals was dismissed resulting in the European patent being revoked in its entirety. The appeal in respect of the other European patent is still underway.
The U.S. patent corresponding to the two currently revoked European patents was upheld, with modified claims, upon re-examination at the USPTO in 2011, but we cannot know whether the remaining appeals
regarding the revoked European patents, if undertaken and carried through to completion, will be decided favorably for us. If the remaining appeal is decided in our favor, the granted patent will be scheduled to expire in 2019. If, on the other
hand, the remaining appeal is not decided in our favor and results in revocation of the European patent, the Company believes that such revocation should have no materially adverse effect upon our other owned and licensed patents and patent
applications described below.

In the second patent family, one of the CSIRO patents was subject to opposition proceedings in the European
Patent Office and one of the patent applications was subject to USPTO interference proceedings. In February 2015, the European Patent Office Opposition Board published its decision to uphold CSIROs European patent in the second family. The
opponents have appealed this decision. Although three of the four opponents have subsequently withdrawn their oppositions during the appeal process, one of the opponents is continuing with the appeal. In October 2012, the USPTO issued its decision
to refuse to grant CSIROs claims involved in the interference proceedings. CSIRO appealed this decision to the United States Court of Appeals for the Federal Circuit, which reversed the USPTOs decision and granted the relevant claims to
CSIRO. On remand, the Patent Trial and Appeal Board cancelled the opposing partys involved claims. The opposing party had until the deadline of March 28, 2016 to petition the U.S. Supreme Court to review the Federal Circuits
decision but did not file such an appeal.

Technology Improvements

We own two patent families that relate to improvements to ddRNAi technology. The first patent family relates to compositions of matter and
methods for delivering shRNA molecules to animal cells for a variety of target genes. This patent family included patents granted in the United Kingdom, Singapore and South Africa. We expect any patents granted in this patent family to expire in
March 2021.

The second patent family relates to nucleic acid constructs and methods for using DNA to produce hairpin RNA molecules that
can target multiple genes within one molecule. This patent family included patents granted in Australia, New Zealand, Singapore and South Africa. We expect any patents granted in this patent family to expire in June 2024.

Targeting the Hepatitis Virus

We own two patents in the United States that relate to liver-specific promoters or enhancers. The first claims an expression cassette with a
synthetic enhancer and a particular liver-specific promoter that may be used to express a variety of genes in liver. The second claims ddRNAi expression constructs that include a liver-specific promoter and one or more RNAi constructs that provide
RNAi agents that target hepatitis virus genes. These granted U.S. patents provide options for promoter and construct design based on the target regions in the hepatitis gene of interest. The first of these two patents is expected to expire in
February 2026, and the second is expected to expire in March 2027.

Our ddRNAi-based treatment for hepatitis B

Our patent portfolio related to our ddRNAi-based treatment for hepatitis B includes one patent family relating to single-stranded RNA and shRNA
sequences to a range of target regions of the hepatitis B viral genome. This patent family was jointly filed with Biomics Biotech Co., Ltd., or Biomics, and Biomics subsequently assigned its ownership interests in the patent to us. This patent
family includes two patents granted in the United States, a patent granted in Europe and pending applications in the United States, Europe, Australia, Brazil, Canada, China, Hong Kong, India, South Korea and Russia. We expect any patents granted in
this patent family to have expired by October 2031.



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This patent family is the outcome of a collaborative research agreement between us and Biomics
which was commenced in August 2009. The arrangement provided for both parties to receive a share of any revenue generated from commercializing this patent family commensurate with our respective contributions to the intellectual property subject to
the agreement, in which contributions were equal. In July 2015, we entered into an earn-out agreement with Biomics pursuant to which we acquired all rights, title and interest in this patent family in exchange
for upfront and milestone payments. At the time of signing the agreement, we paid Biomics A$2.5 million consisting of A$2.0 million in cash and 647,333 ordinary shares (having a value of A$500,000 at the time the agreement was entered
into). These shares could not be traded until October 1, 2015 and thereafter Biomics may only sell up to A$100,000 in value of those shares in any calendar month.

A PCT application claiming priority to an earlier filed U.S. priority document has also been filed by us to claim composition of matter and
methods of using a range of RNA molecules in the treatment of hepatitis B. This new patent filing claims the shRNA sequences that are under development as the lead candidates for HBV, and also include other target and RNA sequences to different
regions of the HBV genome. This new patent application names us as the sole applicant.

We have also filed a further U.S. priority
document to claim composition of matter and methods of using a range of short hairpin microRNA, or shmiR, in the treatment of hepatitis B. This new patent filing claims the shmiR sequences that are under development as the lead candidates for HBV,
as well as constructs comprising combinations of those shmiRs. This new patent application names us as the sole applicant.

Our
ddRNAi-based therapeutic candidates for AMD

Our patent portfolio for AMD includes two patent families relating to target genes for
AMD. The first patent family relates to a first set of target gene sequences for our two ddRNAi-based therapeutic candidates which are currently under development for AMD. This patent family includes pending applications in the United States,
Europe, Australia, Canada, China, Hong Kong, India, Israel, Mexico, Singapore, Japan, South Africa, South Korea and Russia. We expect any patents granted in this patent family to expire in January 2034. The second patent family exists as a U.S.
priority document and relates to a second set of target gene sequences for our two ddRNAi-based therapeutic candidates which are currently under development for AMD. This U.S. priority document was filed solely in our name. We expect to file a PCT
application claiming priority from this U.S. priority document in early 2018.

Our RNA-based
treatment for HNSCC

Pursuant to the exclusive sublicense agreement with NantWorks we have licensed two patents relating to the
inhibition of human squamous cell carcinoma in vivo by EGFR antisense RNA. The license from NantWorks includes an exclusive worldwide sublicense to make, use and sell technology using the listed intellectual property for a term of ten years
from the date of the first sale of a therapeutic using the intellectual property or the expiration of the last claim of the licensed patent rights, whichever is sooner. We paid NantWorks an initial licensing fee as well as closing costs in
connection with the execution of the exclusive sublicense agreement in the high tens of thousands of dollars in aggregate and will be required to pay NantWorks maintenance fees in the low to mid tens of thousands of dollars annually, as well as
aggregate milestone payments of over $5 million relating to the development of a therapeutic product candidate for the treatment of HNSCC. We are also required to pay royalties on net sales of any products and services using the licensed
intellectual property equal to a low double-digit percentage of such net sales. The initial term of the exclusive sublicense is the earlier of 10 years after the date of the first commercial sale of licensed technology or the expiration of the
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TT-034ddRNAi-based treatment for hepatitis C

Our patent portfolio related to our now discontinued product candidate TT-034 includes two
patent families relating primarily to the shRNA sequences of TT-034 and the expression cassette design of the therapeutic. The first patent family has claims for methods and genetic constructs that use the
shRNA sequences of TT-034 in the treatment of hepatitis C. The patent family relates to a range of different shRNA sequences, and includes the three candidate shRNA sequences incorporated in TT-034, as well as using ddRNAi to deliver the shRNA. The design of the expression cassette in this patent family is for three shRNA sequences with independent promoters driving the expression of each shRNA. As of
October 2017, this patent family included patents granted in the United States (3), Europe, Australia, Canada, China, Israel, Japan and Korea. We expect any patents granted in this patent family to expire in March 2025.

The second patent family also includes claims for methods and genetic constructs using the shRNA sequences of
TT-034 in the treatment of hepatitis C. The design of the expression in this patent family is for a single promoter to drive the expression of multiple shRNA sequences. As of October 2017, this patent family
included patents granted in the United States (3), Australia, China, Europe, Canada, New Zealand and Hong Kong. We expect any patents granted in this patent family to expire in February 2026.

As a result of discontinuing development our product candidate TT-034, we are in the process of
evaluating the value of the hepatitis C patent portfolio and will consider scaling back patent holdings in the above families if it is deemed that the patents are longer aligned with our activities.

Targeting the T-Cell Receptor

We have filed a U.S. priority document for the CAR-T program entitled Reagents for Producing T-Cells with Non-Functional TCR Compositions Comprising Same and Use Thereof. This U.S. priority document was filed solely in our name. We expect to file a PCT
application claiming priority from this U.S. priority document in the third quarter of calendar 2017.

Know-How

In addition to patent protection of ddRNAi technology and our product candidates, we
also rely on proprietary know-how that is not patentable or that we elect not to patent, as valuable intellectual property for our business. This know-how is related to
the areas of, among others, identifying nucleic acid targets for ddRNAi technology and designing ddRNAi constructs for targeting preferred genes. We have implemented a number of security measures to safeguard our
know-how including limiting access to our research facilities, databases and networks. We also protect know-how by way of confidentiality agreements when engaging with
external providers for progressing our pipeline of therapeutic candidates.

Laws and Regulations Regarding Patent Terms

The term of individual patents depends upon the legal terms of the patents in the countries in which they are obtained. In most countries in
which we file, the patent term is 20 years from the earliest date of filing a non-provisional patent application. In the United States, a patent term may be shortened if a patent is terminally disclaimed over
another patent or as a result of delays in patent prosecution by the patentee. A patents term may be lengthened by a patent term adjustment, which compensates a patentee for administrative delays by the USPTO in granting a patent. The patent
term of a European patent is 20 years from its filing date, which, unlike in the United States, is not subject to patent term adjustments.

The term of a patent that covers an FDA-approved biologic may also be eligible for patent term
extension, which permits patent term restoration as compensation for the patent term lost during the FDA regulatory review process. The Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, permits a patent term
extension of up to five years beyond the expiration of the patent. The length of the patent term extension is related to the length of time the biologic is under clinical testing regulatory review. Patent extension cannot extend the remaining term
of a patent beyond a total of 14 years from the date of product approval and only one patent applicable to an approved biologic may be extended. Similar provisions are available in Europe and other jurisdictions to extend the term of a patent that
covers an approved biologic although the eligibility requirements for any duration of such extension vary. In the future, if and when our products receive FDA approval, we expect to apply for patent term extensions on patents covering those
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Trademarks

Our trademarks include registrations for company branding and product names for our pipeline in development.



|                          |  |                   |  |             |  |               |  |           
|------------------------- |  | ----------------- |  | ----------- |  | ------------- |  | ----------
|Trade Mark (program)      |  | Trade Mark Number |  | Filing date |  | Jurisdiction  |  | Status    
|BENITEC®                  |  | 1103049           |  | 10 Mar 2006 |  | Australia     |  | Registered
|BENITEC                  |  | 86795296          |  | 21 Oct 2015 |  | United States |  | Registered
|BENITEC                  |  | 1728797           |  | 16 Sep 2015 |  | Australia     |  | Registered
|BENITEC                  |  | 14680003          |  | 16 Oct 2015 |  | Europe        |  | Registered
|BENITEC BIOPHARMA®        |  | 1448046           |  | 13 Sep 2011 |  | Australia     |  | Registered
|BENITEC BIOPHARMA®        |  | 4636053           |  | 11 Feb 2014 |  | United States |  | Registered
|SILENCING GENES FOR LIFE® |  | 1448041           |  | 13 Sep 2011 |  | Australia     |  | Registered
|SILENCING GENES FOR LIFE® |  | 4807242           |  | 22 Dec 2014 |  | United States |  | Registered

Manufacturing

The manufacture of the complex biological products required for gene therapy is complex and difficult. We do not currently own or operate
manufacturing facilities for the production of preclinical, clinical or commercial quantities of any of our product candidates. We are exploring long-term manufacturing alliances with a number of potential partners to investigate manufacturing
processes in order to produce materials at reasonable scale and cost of goods to support future commercialization efforts. We do not have a long-term agreement with any third-party manufacturer, but we plan to establish such a relationship with an
appropriate manufacturer to serve our long-term needs.

Manufacturing is subject to extensive regulations that impose various procedural
and documentation requirements, which govern record keeping, manufacturing processes and controls, personnel, quality control and quality assurance, among others. Our contract manufacturing organizations manufacture our product candidates under cGMP
conditions. cGMP is a regulatory standard for the production of pharmaceuticals that will be used in humans.

Sales and Marketing

We have not yet established sales, marketing or product distribution operations because our product candidates are in preclinical or clinical
development. If we receive marketing and commercialization approval for any of our product candidates, we intend to market the product through strategic alliances and distribution agreements with third parties. In certain cases we may market an
approved product directly worldwide or in selected geographical segments. The ultimate implementation of our strategy for realizing the financial value of our product candidates is dependent on the results of clinical trials for our product
candidates, the availability of funds and the ability to negotiate acceptable commercial terms with third parties.

Competition

The biopharmaceutical industry is characterized by intense and dynamic competition to develop new technologies and proprietary therapies.

Any product candidates that we successfully develop and commercialize will have to compete with existing therapies and new therapies that may
become available in the future. While we believe that our proprietary technology estate and scientific expertise in gene silencing using ddRNAi provide us with competitive advantages, we face potential competition from many different sources,
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specialty pharmaceutical and biotechnology companies, as well as from academic institutions and governmental agencies and public and private research institutions that may develop potentially
competitive products or technologies. We are aware of several companies focused on developing gene therapy or gene silencing product candidates, including:



| |  |  | Alnylam, Arbutus and Arrowheaddeveloping siRNA-based therapeutics for hepatitis B;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Adverum Biotechnologies, Inc., Applied Genetic Technologies Corporation and Oxford Biomedicadeveloping gene therapies for wet AMD.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

We are not aware of any companies developing a gene therapy or gene silencing approach for OPMD. There are other therapies either being
marketed or currently in development for all of these diseases, some of which already have significant market share. Our product candidates, if approved, would also compete with treatments that have already been approved and accepted by the medical
community, patients and third-party payers.

Many of our competitors and potential competitors, alone or with their strategic partners,
have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of treatments and the
commercialization of those treatments. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of our competitors. These competitors also compete with us
in recruiting and retaining qualified scientific and management personnel and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary to, or necessary for, our programs.
Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.

We anticipate that we will face intense and increasing competition as new products enter the market and advanced technologies become
available. We expect any treatments that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience of administration and delivery, price, the level of competition and the availability of reimbursement
from government and other third-party payers.

Our commercial opportunity could be reduced or eliminated if our competitors develop and
commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for
their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. In addition, we expect that our therapeutic products, if approved,
will be priced at a significant premium over competitive products and our ability to compete may be affected in many cases by insurers or other third-party payers seeking to encourage the use of competitive products including biosimilar or generic
products.

This increasingly competitive landscape may compromise the development of our product candidates. For example, improvements in
the efficacy, delivery and success rates of competitors product candidates, in conjunction with a reduction in the price and duration of their treatments, diminished partnering interest from pharmaceutical companies in our product candidate TT-034 for the treatment of HCV. This caused us to announce in February 2016 the discontinuation of our program to develop TT-034 before the conclusion of its clinical trial,
despite the promising clinical results regarding the safety of that product candidate achieved to date.

Government Regulation

As a pharmaceutical and biological product company that wishes to conduct clinical trials and ultimately obtain marketing approval in the
United States, we are subject to extensive regulation by the FDA, and other federal, state, and local regulatory agencies. The Federal Food, Drug, and Cosmetic Act, or the FDC Act, the Public Health Service Act, or PHS Act, and their implementing
regulations set forth, among other things, requirements for the research, testing, development, manufacture, quality control, safety, effectiveness, approval, labeling, storage, record keeping, reporting, distribution, import, export, advertising
and promotion of our products. A failure to comply explicitly with any requirements during the product development, approval, or post-approval periods, may lead to administrative or judicial sanctions. These sanctions could include the imposition by
the FDA or an IRB, of a suspension on clinical trials, refusal to approve pending marketing applications or supplements, withdrawal of approval, warning letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, civil penalties or criminal prosecution.





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Although the discussion below focuses on regulation in the United States, we anticipate seeking
approval for the testing and marketing of our products in other countries. Generally, our activities in other countries will be subject to regulation that is similar in nature and scope as that imposed in the United States, although there can be
important differences. Additionally, some significant aspects of regulation in the European Union are addressed in a centralized way through the EMA, but country-specific regulation remains essential in many respects.

Government regulation may delay or prevent testing or marketing of our products and impose costly procedures upon our activities. The testing
and approval process, and the subsequent compliance with appropriate statutes and regulations, requires substantial time, effort, and financial resources, and we cannot be certain that the FDA or any other regulatory agency will grant approvals for
our products or any future products on a timely basis, if at all. The FDAs or any other regulatory agencys policies may change and additional governmental regulations may be enacted that could prevent or delay regulatory approval of our
products or any future products or approval of new indications or label changes. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative, judicial, or administrative action,
either in the United States or abroad.

Recent Developments in Regulation of Gene Therapy

The FDA has provided guidance for the development of gene therapy products. For example, the FDA has established the Office of Tissues and
Advanced Therapies (formerly Office of Cellular, Tissue and Gene Therapies) within CBER, to consolidate the review of gene therapy and related products, and the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER on its reviews. In
addition, the FDA has issued a growing body of clinical guidelines, chemical, manufacturing and control, or CMC, guidelines and other guidelines, all of which are intended to facilitate industrys development of gene therapy products.

In 2016, Section 3033 of the 21st Century Cures Act created a new product category called regenerative medicine advanced
therapy, or the RMAT designation. The RMAT designation gives the sponsor of a new investigational biologic access to increased meeting opportunities with the FDA, in a manner comparable to those offered to sponsors of therapies designated as
breakthrough therapies by the FDA. Because the designated products meet the criteria for unmet medical need in the treatment of a serious condition, they may be eligible for priority review, in which the initial assessment of the BLA is
reduced from 12 months to eight months, and accelerated approval, which bases approval on an effect on a predictive surrogate endpoint or an intermediate clinical endpoint. RMATs qualifying for such accelerated approval may be able to satisfy
licensing requirements through commitment to post-approval clinical studies as well as real-world data such as patient registries and health record analysis. The eligibility of the RMAT-designated product for these expedited programs can be
discussed with the FDA at specific development meetings, but we do not know whether any of our current or future product candidates will be eligble for RMAT designation. We believe the increased access to the FDA during early development is a
benefit for sponsors, because the typical Type B development meetings are normally restricted to one each at the stages of pre-IND, end of Phase II/pre-Phase III and pre-BLA submission. In addition, the option to qualify for a fast-track program, also based on the potential to serve an unmet medical need in the treatment of a serious condition, allows for a so-called rolling review of parts of the BLA, which can be submitted for assessment following agreement of a review timetable with CBER.

The FDA plans to include certain gene therapy products that permanently alter tissue and produce a sustained therapeutic benefit as part of
the products that will meet the definition of being eligible to come under the pathway enabled by RMAT designation. RMAT designation enables gene therapy products to access the FDAs existing expedited programs to help foster the development
and approval of gene therapy products. Our product candidates may not be eligible for RMAT designation now or in the future.

In 2012, the
EMA approved a gene therapy product called Glybera, which is the first gene therapy product approved by regulatory authorities in the United States or the European Union. In May 2016, the EMA approved a second gene therapy product called Strimvelis,
the first approved ex vivo stem cell gene therapy, to treat patients with a very rare disease called ADA-SCID (Severe Combined Immunodeficiency due to Adenosine Deaminase deficiency).



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In August 2017, the FDA approved the first gene therapy product in the United States. The FDA
approved Kymriah (tisagenlecleucel) for the treatment of certain pediatric and young adult patients with a form of acute lymphoblastic leukemia (ALL). Kymriah is a genetically-modified autologous T-cell
immunotherapy. Because of the risk of cytokine release syndrome and neurological events, Kymriah is being approved with a REMS.

Marketing Approval

In the United States, for premarket approval purposes, the FDA regulates gene therapy products as biologics under the FDC Act, the PHS Act and
related regulations.

The steps required before a new biologic may be marketed in the United States generally include:



| |  |  | nonclinical pharmacology and toxicology laboratory and animal tests according to good laboratory practices, or GLPs, and applicable requirements for the humane use of laboratory animals or other applicable regulations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | submission of an IND application which must become effective before human clinical trials may begin;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | adequate and well-controlled human clinical trials according to GCPs and any additional requirements for the protection of human research subjects and their health information to establish the safety and efficacy of the
investigational product for each targeted indication;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | submission of a biologics license application, or BLA, to the FDA;
| | - |  | ------------------------------------------------------------------



| |  |  | FDAs pre-approval inspection of manufacturing facilities to assess compliance with cGMPs and, if applicable, the FDAs good tissue practices, or GTPs, for the use of
human cellular and tissue products to prevent the introduction, transmission, or spread of communicable diseases;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FDAs audit of clinical trial sites that generated data in support of the BLA; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | FDA approval of a BLA, which must occur before a product can be marketed or sold.
| | - |  | ---------------------------------------------------------------------------------

Product Development Process

Before testing any biologic in humans, the product enters the nonclinical, or preclinical, testing stage. Nonclinical tests include laboratory
evaluations of product chemistry, toxicity, and formulation, as well as animal studies to assess the potential safety and activity of the product. The conduct of nonclinical tests must comply with federal regulations and requirements including GLPs.

Where a gene therapy trial is conducted at, or sponsored by, institutions receiving NIH funding for recombinant DNA research, prior to
the submission of an IND to the FDA, a protocol and related documentation is submitted to and the trial is registered with the NIH Office of Biotechnology Activities, or OBA, pursuant to the NIH Guidelines for Research Involving Recombinant or
Synthetic Nucleic Acid Molecules, or NIH Guidelines.

Compliance with the NIH Guidelines is mandatory for investigators at institutions
receiving NIH funds for research involving recombinant DNA, however many companies and other institutions not otherwise subject to the NIH Guidelines voluntarily follow them. The NIH is responsible for convening the RAC, a federal advisory
committee, which discusses protocols that raise novel or particularly important scientific, safety or ethical considerations at one of its quarterly public meetings. The OBA will notify the FDA of the RACs decision regarding the necessity for
full public review of a gene therapy protocol. RAC proceedings and reports are posted to the OBA web site and may be accessed by the public.



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The product sponsor then submits the results of the nonclinical testing, together with
manufacturing information, analytical data, any available clinical data or literature, and a proposed clinical protocol, to the FDA in an IND, which is a request for authorization from the FDA to administer an investigational product to humans. Some
nonclinical testing may continue even after the IND application is submitted. IND authorization is required before interstate shipping and administration of any new product to humans that is not the subject of an approved BLA. The IND automatically
becomes effective 30 days after receipt by the FDA unless the FDA, within the 30-day time period, raises concerns or questions about the conduct of the clinical trial and places the clinical trial on a
clinical hold. In such case, the IND sponsor must resolve any outstanding concerns with the FDA before the clinical trial may begin. Further, an IRB for each site proposing to conduct the clinical trial must review and approve the plan for any
clinical trial before it commences at that site. If the site has an IBC, it may also have to review and approve the proposed clinical trial. Clinical trials involve the administration of the investigational product to patients under the supervision
of qualified investigators following GCPs, requirements meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, investigators, and monitors. Clinical trials are conducted under protocols that detail,
among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, the parameters to be used in monitoring safety, including stopping rules that assure a clinical trial will be stopped if certain
adverse events should occur, and the efficacy criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of the IND. The informed written consent of each
participating subject is required and the form and content of the informed consent must be approved by each IRB.

The clinical
investigation of an investigational product is generally divided into three phases. Although the phases are usually conducted sequentially, they may overlap or be combined. The three phases of an investigation are as follows:



| |  |  | Phase I includes the initial introduction of an investigational product into humans. Phase I clinical trials may be conducted in patients with the target disease or condition or on healthy volunteers. These studies are
designed to evaluate the safety, metabolism, pharmacokinetics and pharmacologic actions of the investigational product in humans, the side effects associated with increasing doses, and if possible, to gain early evidence on effectiveness. During
Phase I clinical trials, sufficient information about the investigational products pharmacokinetics and pharmacological effects may be obtained to permit the design of Phase II clinical trials. The total number of participants included in
Phase I clinical trials varies, but is generally in the range of 20 to 80.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase II includes the controlled clinical trials conducted to evaluate the effectiveness of the investigational product for a particular indication(s) in patients with the disease or condition under study, to determine
dosage tolerance and optimal dosage, and to identify possible adverse side effects and safety risks associated with the product. Phase II clinical trials are typically well-controlled, closely monitored, and conducted in a limited patient
population, usually involving no more than several hundred participants. Phase IIa trials provide information on the impact of dose ranging on safety, biomarkers and proof of concept, while Phase IIb trials are patient dose-ranging efficacy trials.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase III clinical trials are controlled clinical trials conducted in an expanded patient population at geographically dispersed clinical trial sites. They are performed after preliminary evidence suggesting
effectiveness of the investigational product has been obtained, and are intended to further evaluate dosage, clinical effectiveness and safety, to establish the overall benefit-risk relationship of the product, and to provide an adequate basis for
product approval. Phase III clinical trials usually involve several hundred to several thousand participants. In most cases, the FDA requires two adequate and well controlled Phase III clinical trials to demonstrate the efficacy of the product. FDA
may accept a single Phase III trial with other confirmatory evidence in rare instances where the trial is a large multicenter trial demonstrating internal consistency and a statistically very persuasive finding of a clinically meaningful effect on
mortality, irreversible morbidity or prevention of a disease with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible.
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Annual progress reports detailing the results of the clinical trials must be submitted to the
FDA. Written IND safety reports must be promptly submitted to the FDA and the investigators for serious and unexpected adverse events; any findings from other studies, tests in laboratory animals or in vitro testing that suggest a significant
risk for human subjects; or any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must submit an IND safety report within 15 calendar days after
the sponsor determines that the information qualifies for reporting. The sponsor also must notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction within seven calendar days after the sponsors initial receipt of
the information. The FDA typically recommends that sponsors observe subjects for potential gene therapy-related delayed adverse events for a 15-year period, including a minimum of five years of annual
examinations followed by 10 years of annual queries, either in person or by questionnaire, of trial subjects.

The decision to terminate a
clinical trial of an investigational biologic may be made by the FDA or other regulatory authority, an IRB, an IBC, or institutional ethics committee, or by a company for various reasons. The FDA may place a clinical hold and order the temporary, or
permanent, discontinuation of a clinical trial at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial
patients. If the FDA imposes a clinical hold, trials may not recommence without FDA and IRB authorization and then only under terms authorized by the FDA and IRB. In some cases, clinical trials are overseen by an independent group of qualified
experts organized by the trial sponsor, or the clinical monitoring board or DSMB. This group provides authorization for whether or not a trial may move forward at designated check points. These decisions are based on the limited access to data from
the ongoing trial. The suspension or termination of a clinical trial can occur during any phase of clinical trials if it is determined that the participants or patients are being exposed to an unacceptable health risk. In addition, there are
requirements for the registration of ongoing clinical trials of drugs and biologics on public registries and the disclosure of certain information pertaining to the trials as well as clinical trial results after completion.

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, detailed investigational
product information is submitted to the FDA in the form of a BLA for a biologic to request marketing approval for the product in specified indications.

Human gene therapy products are a new category of therapeutics. Because this is a relatively new and expanding area of novel therapeutic
interventions, there can be no assurance as to the length of the trial period, the number of patients the FDA will require to be enrolled in the trials in order to establish the safety, efficacy, purity and potency of human gene therapy products, or
that the data generated in these trials will be acceptable to the FDA to support marketing approval. The NIH and the FDA have a publicly accessible database, the Genetic Modification Clinical Research Information System, which includes information
on gene transfer trials and serves as an electronic tool to facilitate the reporting and analysis of adverse events on these trials. Over the last several years the FDA has issued helpful guidance on development of gene therapy products and shown a
willingness to work closely with developers, especially with those working in orphan disease areas.

Biologics License Application
Approval Process

In order to obtain approval to market a biologic in the United States, a BLA must be submitted to the FDA that
provides data from nonclinical studies and clinical trials and manufacturing information establishing to the FDAs satisfaction the safety, purity, and potency or efficacy of the investigational product for the proposed indication. The BLA must
be accompanied by a substantial user fee payment unless a waiver or exemption applies.

The FDA will initially review the BLA for
completeness before it accepts it for filing. Under the FDAs procedures, the agency has 60 days from its receipt of a BLA to determine whether the application will be accepted for filing based on the agencys threshold determination that
the application is sufficiently complete to permit substantive review. After the BLA submission is accepted for filing, the FDA reviews the BLA to determine, among other things, whether the proposed product is safe, pure and potent, which includes
determining whether it is effective for its intended use, and whether the product is being manufactured in accordance with cGMP, to assure and preserve the products identity, safety, strength, quality, potency and purity, and in accordance
with biological product standards. The FDA will inspect the facilities at which the product is manufactured to ensure the manufacturing processes and facilities are in compliance with cGMP requirements and are adequate to assure consistent
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For a human cellular or tissue product, the FDA also will not approve the product if the manufacturer is not in compliance with the GTPs. These are FDA regulations that govern the methods used
in, and the facilities and controls used for, the manufacture of human cells, tissues, and cellular and tissue based products, which are human cells or tissue intended for implantation, transplant, infusion, or transfer into a human recipient. The
primary intent of the GTP requirements is to ensure that cell and tissue based products are manufactured in a manner designed to prevent the introduction, transmission, and spread of communicable disease. Additionally, before approving a BLA, the
FDA may inspect one or more clinical sites to assure compliance with GCP.

If the FDA determines the application, manufacturing process or
manufacturing facilities are not acceptable, it typically will outline the deficiencies and often will request additional testing or information, or corrective action for a manufacturing facility. This may significantly delay further review of the
application. If the FDA finds that a clinical site did not conduct the clinical trial in accordance with GCP, the FDA may determine the data generated by the clinical site should be excluded from the primary efficacy analyses provided in the BLA.
Additionally, notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

The FDA may refer applications for novel products or products that present difficult questions of safety or efficacy to an advisory committee.
The FDA also may determine a REMS is necessary to assure the safe use of the biologic, in which case the BLA sponsor must submit a proposed REMS. The REMS may include, but is not limited to, a Medication Guide, a communications plan, and other
elements to assure safe use, such as restrictions on distribution, prescribing, and dispensing.

After the FDA completes its initial
review of a BLA, it will either license, or approve, the product, or issue a complete response letter to communicate that it will not approve the BLA in its current form and to inform the sponsor of changes that the sponsor must make or additional
clinical, nonclinical or manufacturing data that must be received before the FDA can approve the application, with no implication regarding the ultimate approvability of the application. If a complete response letter is issued, the sponsor may
either resubmit the BLA, addressing all of the deficiencies identified in the letter, or withdraw the application.

The testing and
approval process for both a drug and biologic requires substantial time, effort and financial resources and this process may take several years to complete. Data obtained from clinical trials is not always conclusive and may be susceptible to
varying interpretations, which could delay, limit or prevent regulatory approval. The FDA may not grant approval on a timely basis, or at all. We may encounter difficulties or unanticipated costs in our efforts to secure necessary governmental
approvals, which could delay or preclude us from marketing our products.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan designation to a drug or biological product candidate intended to treat a rare disease or
condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing
and making a drug or biological product available in the United States for this type of disease or condition will be recovered from sales of the product candidate. Orphan product designation must be requested before submitting a BLA. After the FDA
grants orphan product designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of the regulatory review and
approval process.

If a product candidate that has orphan designation subsequently receives the first FDA approval for the disease or
condition for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug or biological product for the same indication for seven
years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity. Competitors, however, may receive approval of different products for the indication for which the orphan product has
exclusivity or obtain approval for the same product but for a different indication than the one for which the orphan product has exclusivity. Orphan product exclusivity also could block the approval of one of our products for seven years if a
competitor obtains approval of the same biological product as defined by the FDA or if our product candidate is determined to be contained within the competitors product for the same indication or disease. If a drug or biological product
designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan product exclusivity. Orphan drug status in the European Union has similar, but not identical, benefits.



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Expedited Development and Review Programs

The FDA has a fast track program that is intended to expedite or facilitate the process for reviewing new drugs and biological products that
meet certain criteria. Specifically, new drugs and biological products are eligible for fast track designation if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the
condition. Fast track designation applies to the combination of the product and the specific indication for which it is being studied. The sponsor of a new biologic or drug may request the FDA to designate the biologic or drug as a fast track
product at any time during the clinical development of the product. Unique to a fast track product, the FDA may consider for review sections of the marketing application on a rolling basis before the complete application is submitted, if the sponsor
provides a schedule for the submission of the sections of the application, the FDA agrees to accept sections of the application and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first
section of the application.

Any product submitted to the FDA for marketing, including under a fast track program, may be eligible for
other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. Any product is eligible for priority review if it would, if approved, be a significant improvement in the safety,
effectiveness, treatment, diagnosis or prevention of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new biological or drug product designated for priority review
in an effort to reduce the review period from 12 to eight months. Additionally, a product may be eligible for accelerated approval. Biological or drug products studied for their safety and effectiveness in treating serious or life-threatening
illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that they may be approved on the basis of adequate and well-controlled clinical trials establishing that the product has
an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on an intermediate clinical endpoint. As a condition of approval, the FDA may require that a sponsor of a biological or drug
product receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. In addition, the FDA currently requires as a condition for accelerated approval pre-approval of
promotional materials, which could adversely impact the timing of the commercial launch of the product. Lastly, under the provisions of the new Food and Drug Administration Safety and Innovation Act, enacted in 2012, a sponsor can request
designation of a product candidate as a breakthrough therapy. A breakthrough therapy is defined as a drug or biological that is intended, alone or in combination with one or more other drugs or biological, to treat a serious or
life-threatening disease or condition, and preliminary clinical evidence indicates that the drug or biological may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial
treatment effects observed early in clinical development. Drugs and biologicals designated as breakthrough therapies receive the same benefits as drugs and biologicals with Fast Track designation. In addition, the FDA must take certain additional
actions, such as intensive guidance on an efficient drug development program (beginning as early as Phase 1), and organizational commitment involving senior managers, intended to expedite the development and review of an application for approval of
a breakthrough therapy.

Fast Track designation and breakthrough therapy designation may expedite the product development and approval
process, and priority review may expedite the approval process. However, these three paths do not change the standards for approval. Accelerated approval designation changes the standards for product approval and thus may expedite the development
and/or approval process.

FDA Additional Requirements

The FDA may require, or companies may pursue, additional clinical trials after a product is approved. These
so-called Phase 4 clinical trials may be made a condition to be satisfied for continuing drug and biologic approval. The results of Phase 4 clinical trials can confirm the efficacy of a product candidate and
can provide important safety information. In addition, the FDA has expressed statutory authority to require sponsors to conduct post-market studies to specifically address safety issues identified by the agency.

Even if a product candidate receives regulatory approval, the approval may be limited to specific disease states, patient populations and
dosages, or might contain significant limitations on use in the form of warnings, precautions or contraindications, or in the form of an onerous REMS, restrictions on distribution, or post-marketing study requirements.



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Further, even after regulatory approval is obtained, later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the
product from the market. In addition, we cannot predict what adverse governmental regulations may arise from future U.S. or foreign governmental action.

Medical device requirements

Our contemplated diagnostics, for use with certain of our therapeutic products, are regulated by FDA as in vitro diagnostic, or IVD, medical
devices. Such IVD devices must comply with applicable FDA IVD-specific regulations as well as FDA regulations applicable more broadly to medical devices. These FDA regulations include requirements for
registering establishments with FDA; listing IVD devices with FDA; reporting certain adverse events related to IVD devices to FDA; complying with the Quality System Regulation (current good manufacturing practices for devices); labeling IVD devices;
and obtaining premarket approval or clearance prior to marketing IVD devices (unless exempt). There are also regulations covering the requirements for investigational devices and the conduct of clinical investigations of devices. Like drugs and
biologics, failure to comply with applicable device/IVD requirements can result in legal or administrative enforcement actions against an IVD device firm, its officers or employees, and/or its products.

FDA Post-Approval Requirements

Any products manufactured or distributed by us or on our behalf pursuant to FDA approvals are subject to continuing regulation by the FDA,
including requirements for record-keeping, reporting of adverse experiences with the biologic or drug, and submitting biological product deviation reports to notify the FDA of unanticipated changes in distributed products. Manufacturers are required
to register their facilities with the FDA and certain state agencies, and are subject to periodic announced or unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements, which impose certain quality
processes, manufacturing controls and documentation requirements upon us and our third-party manufacturers in order to ensure that the product is safe, has the identity and strength, and meets the quality, purity and potency characteristics that it
purports to have. In November 2013, the Drug Quality and Security Act, or DQSA, became law and establishes requirements to facilitate the tracing of prescription drug and biological products through the supply distribution chain. This law includes a
number of new requirements that are being implemented over time and require us to devote additional resources to satisfy these requirements, including serializing the product and using new technology and data storage to electronically trace the
product from manufacturer to dispenser. If our products are not covered by the serialization and tracing requirements of the DQSA, they may be subject to state pedigree and traceability requirements. We cannot be certain that we or our present or
future suppliers will be able to comply with the cGMP and other FDA regulatory requirements. If our present or future suppliers are not able to comply with these requirements, the FDA may halt our clinical trials, refuse to approve any BLA, force us
to recall a product from distribution, shut down manufacturing operations or withdraw approval of the applicable BLA. Noncompliance with cGMP or other requirements can result in issuance of warning or untitled letters, civil and criminal penalties,
seizures, and injunctive action.

The FDA and other federal and state agencies closely regulate the labeling, marketing and promotion of
drugs and biologics. Government regulators, including the Department of Justice and the Office of the Inspector General of the Department of Health and Human Services, as well as state authorities, recently have increased their scrutiny of the
promotion and marketing of drugs and biologics. While doctors are free to prescribe any product approved by the FDA for any use, a company can only make claims relating to safety and efficacy of a product that are consistent with FDA approval, and
the company is allowed to market a product only for the particular use and treatment approved by the FDA. In addition, any claims we make for our products in advertising or promotion must, among other things, be appropriately balanced with important
safety information and otherwise be adequately substantiated. Failure to comply with these requirements can result in adverse publicity, warning or untitled letters, corrective advertising, injunctions, potential civil and criminal penalties,
criminal prosecution, and agreements with governmental agencies that materially restrict the manner in which a company promotes or distributes products.

Pediatric Research Equity Act

Under the Pediatric Research Equity Act, or PREA, as amended, a BLA or supplement must contain data to assess the safety and efficacy of the
product for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective.



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Manufacturers must submit a pediatric study plan to the IND not later than 60 days after the end-of-phase 2 meeting
with the FDA; if there is no such meeting, before the initiation of any phase 3 studies or a combined phase 2 and phase 3 study; or if no such study will be conducted, no later than 210 days before a marketing application or supplement is submitted.
The intent of PREA is to compel sponsors whose products have pediatric applicability to study those products in pediatric populations, rather than ignoring pediatric indications for adult indications that could be more economically desirable. The
FDA may grant deferrals for submission of data or full or partial waivers. By its terms, PREA does not apply to any product for an indication for which orphan designation has been granted, unless the FDA issues regulations stating otherwise. Because
the FDA has not issued any such regulations, submission of a pediatric assessment is not required for an application to market a product for an orphan-designated indication.

Patent Term Restoration and Marketing Exclusivity

Depending on the timing, duration and specifics of FDA marketing approval of our product candidates, some of our U.S. patents may be eligible
for limited patent term extension under the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review
process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the products approval date. The patent term restoration period is generally one-half
the time between the effective date of an IND and the submission date of a BLA plus the time between the submission date of a BLA and the approval of that application. Only one patent applicable to an approved biological is eligible for the
extension and the application for the extension must be submitted prior to the expiration of the patent and within sixty days of approval of the biological product. The USPTO, in consultation with the FDA, reviews and approves the application for
any patent term extension or restoration.

The Biologics Price Competition and Innovation Act of 2009, which was included within the
Patient Protection and Affordable Care Act, created an abbreviated approval pathway for biological products shown to be similar to, or interchangeable with, an FDA-licensed reference biological product, and
grants a reference biologic twelve years of exclusivity from the time of first licensure. Biosimilarity, which requires that there be no clinically meaningful differences between the biological product and the reference product in terms of safety,
purity, and potency, can be shown through analytical studies, animal studies, and a clinical study or studies. Interchangeability requires that a product is biosimilar to the reference product and the product must demonstrate that it can be expected
to produce the same clinical results as the reference product and, for products administered multiple times, the biologic and the reference biologic may be switched after one has been previously administered without increasing safety risks or risks
of diminished efficacy relative to exclusive use of the reference biologic. However, complexities associated with the larger, and often more complex, structure of biological products, as well as the process by which such products are manufactured,
pose significant hurdles to implementation that are still being worked out by the FDA.

Pediatric exclusivity is another type of
exclusivity in the United States. Pediatric exclusivity, if granted, provides an additional six months of exclusivity to be attached to any existing marketing exclusivity, e.g., twelve year exclusivity, or patent protection for a drug. This six
month exclusivity, which runs from the end of other exclusivity protection or patent delay, may be granted based on the voluntary completion of a pediatric trial in accordance with an FDA-issued Written
Request for such a trial.

Government Regulation Outside the United States

In addition to regulations in the United States, we will be subject to a variety of regulations in other jurisdictions governing, among other
things, clinical trials and any commercial sales and distribution of our products.

Whether or not we obtain FDA approval for a product,
we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries. Certain countries outside of the United States have a similar
process that requires the submission of a clinical trial application much like the IND prior to the commencement of human clinical trials. In the European Union, for example, a request for a clinical trial authorization, or CTA, must be submitted to
each countrys national health authority and an independent ethics committee, much like the FDA and the IRB, respectively. Once the CTA is approved in accordance with a countrys requirements, clinical trial development may proceed.



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The requirements and process governing the conduct of clinical trials, product approval or
licensing, pricing and reimbursement vary from country to country. In all cases, the clinical trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration
of Helsinki.

To obtain regulatory approval of a biological product under European Union regulatory systems, we must submit a marketing
authorization application. The application required in the European Union is similar to a BLA in the United States, with the exception of, among other things, country-specific document requirements. The European Union also provides opportunities for
market exclusivity. For example, in the European Union, upon receiving marketing authorization, a new biological generally receives eight years of data exclusivity and an additional two years of market exclusivity. If granted, data exclusivity
prevents regulatory authorities in the European Union from referencing the innovators data to assess a biosimilar application. During the additional two-year period of market exclusivity, a biosimilar
marketing authorization can be submitted, and the innovators data may be referenced, but no biosimilar product can be marketed until the expiration of the market exclusivity. The innovator may obtain an additional one year of market
exclusivity if the innovator obtains an additional authorization during the initial eight year period for one or more new indications that demonstrate significant clinical benefit over existing therapies. This data and market exclusivity regime in
the European Union of a total of 10 or 11 years protects against generic competition, but does not protect against the launch of a competing product if the competitor, rather than referencing the clinical data of the originator, has conducted its
own clinical trials to support its marketing authorization application.

Orphan drugs in the European Union are eligible for 10-year market exclusivity. This 10-year market exclusivity may be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets
the criteria for orphan designation, for example, if the product is sufficiently profitable not to justify maintenance of market exclusivity. Additionally, marketing authorization may be granted to a similar product for the same indication at any
time if:



| |  |  | the second applicant can establish that its product, although similar, is safer, more effective or otherwise clinically superior;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | the applicant consents to a second orphan medicinal product application; or
| | - |  | ---------------------------------------------------------------------------



| |  |  | the applicant cannot supply enough orphan medicinal product.
| | - |  | ------------------------------------------------------------

If we fail to comply with
applicable foreign regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

Pharmaceutical Coverage, Pricing and Reimbursement

Sales of our products, when and if approved for marketing, will depend, in part, on the extent to which our products will be covered by
third-party payer, such as federal, state, and foreign government healthcare programs, commercial insurance and managed healthcare organizations. These third-party payers are increasingly reducing reimbursements for medical products, biologicals,
drugs and services. In addition, the U.S. government, state legislatures and foreign governments have continued implementing cost containment programs, including price controls, restrictions on coverage and reimbursement and requirements for
substitution of interchangeable products. Adoption of price controls and cost containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results.
Decreases in third-party reimbursement for our product candidates or a decision by a third-party payer not to cover our product candidates could reduce physician usage of our products once approved and have a material adverse effect on our sales,
results of operations and financial condition.

The containment of healthcare costs has become a priority of federal, state and foreign
governments. Third-party payers are increasingly challenging the prices charged for drug products and medical services, examining the medical necessity and reviewing the cost effectiveness of drug products and medical services, in addition to
questioning safety and efficacy. If these third-party payers do not consider our products to be cost-effective compared to other available therapies, they may not cover our products after FDA approval or, if they do, the level of payment may not be
sufficient to allow us to sell our products at a profit.





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In the United States and some foreign jurisdictions, there have been, and likely will continue to
be, a number of legislative and regulatory changes and proposed changes regarding the healthcare system directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. In March 2010, the Patient Protection
and Affordable Care Act, as amended by the Health Care Education Reconciliation Act, or the ACA, was enacted. The ACA includes measures that have significantly changed, and are expected to continue to significantly change, the way healthcare is
financed by both governmental and private insurers. Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, created measures for
spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering
the legislations automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year, which went into effect in April 2013 and will remain in effect through 2024
unless additional Congressional action is taken. In January 2013, former President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, further reduced Medicare payments to several providers, including
hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

Other Healthcare Laws

Although we currently do not have any products on the market, we may be subject to additional healthcare regulation and enforcement by the
federal government and by authorities in the states and other countries in which we conduct our business. Such laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, privacy and security and physician
sunshine and open payment laws and regulations, many of which may become more applicable to us if our product candidates are approved and we begin commercialization. If our operations are found to be in violation of any of such laws or any other
governmental regulations that apply to us, we may be subject to penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of our operations, exclusion from
participation in federal and state healthcare programs and imprisonment, any of which could adversely affect our ability to operate our business and our financial results.



|C. | Organizational Structure.
|-- | -------------------------

We have four significant subsidiaries:



|                          |  |                         |  |                 |     |  
|------------------------- |  | ----------------------- |  | --------------- | --- | -
|Name                      |  | Country ofIncorporation |  | PercentageOwned |    
|Benitec Limited           |  | U.K.                    |  |                 | 100 | %
|Benitec, Inc.             |  | Delaware, U.S.          |  |                 | 100 | %
|Tacere Therapeutics, Inc. |  | Delaware, U.S.          |  |                 | 100 | %
|Benitec Australia Limited |  | Australia               |  |                 | 100 | %



|D. | Property, Plants and Equipment.
|-- | -------------------------------

Facilities

Our corporate headquarters are located in Sydney, Australia and consist of approximately 1,350 square feet of leased office space under a lease
that expires in September 2019. Our research and development facility is located in Hayward, California, and consists of approximately 4,750 square feet of leased office space under a lease that expires in May 2018.



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We believe that our existing facilities are adequate for our current needs.

Item 4A. Unresolved Staff Comments

Not applicable.



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Item 5. Operating and Financial Review and Prospects



|A. | Operating Results.
|-- | ------------------

We are a biotechnology company with a pipeline
of in-house and partnered therapeutic programs based on our patented gene silencing technology, ddRNAi. We are developing treatments for chronic and life-threatening human diseases such as HNSCC, OPMD, wet AMD
and hepatitis B based on this technology. In addition, we have licensed ddRNAi technology to other biopharmaceutical companies that are progressing their programs towards, or are in, clinical development for applications, including HIV/AIDS,
retinitis pigmentosa, Huntingtons disease, cancer immunotherapy and intractable neuropathic pain. Through our scientific partnership with Nant Capital, we are also developing an antisense RNA product for the treatment of HNSCC.

Our focus is to validate that ddRNAi is safe and efficacious in a clinical setting. The success of preclinical studies and advancement to and
successful completion of a clinical trial would be a key step in validating ddRNAi for therapeutic use, seeking regulatory approval of a product candidate based on ddRNAi and ultimately commercializing the product if it achieves approval. In the
future, we expect to earn revenue primarily from licensing programs, strategic alliances and collaboration arrangements with pharmaceutical companies. There can be no assurance, however, as to whether we will enter into any additional such
arrangement or what the terms of any such arrangement could be.

We have incurred losses from operations in each year since inception. Our
net losses were A$5.7 million, A$24.8 million and A$11.5 million for the fiscal years ended June 30, 2017, 2016 and 2015, respectively. The majority of our net losses resulted from costs incurred in connection with our research
and development programs and from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. We expect our expenses will
increase substantially in connection with our ongoing activities as we:



| |  |  | pursue clinical proof of concept across our ddRNAi programs, including treatments for OPMD, AMD and hepatitis B;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | continue preclinical development of immunotherapy programs and non-viral delivery of DNA constructs through preclinical proof of concept;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continue our research and development efforts of ddRNAi-based technology;
| | - |  | -------------------------------------------------------------------------



| |  |  | progress BB-401, our antisense EGFR therapeutic, into a Phase 2 clinical study for the treatment of HNSCC;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | seek regulatory approval for our product candidates; and
| | - |  | --------------------------------------------------------



| |  |  | add personnel and resources to support our product development and commercialization efforts.
| | - |  | ---------------------------------------------------------------------------------------------

As of June 30, 2017, we had cash and cash equivalents of A$17.4 million.

We may generate revenue from licensing programs, strategic alliances or collaboration arrangement with pharmaceutical companies. These
arrangements are likely to be more appealing to them when our pipeline is more advanced. We do not expect to generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for one or
more of our product candidates, which we expect will take a number of years, is subject to significant uncertainty and may never occur.

We will continue to pursue licensing programs, strategic alliances and collaboration arrangements with pharmaceutical companies and we regard
this as our key value creation opportunity unless and until we are able to gain regulatory approval for one of our product candidates and decide to commercialize it ourselves. If we were to decide to take one or more product candidates to
commercialization on our own, the process of obtaining regulatory approval for the selected programs and building the commercial infrastructure that would be necessary to commercialize them, if approved, would require substantial additional funding.



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Our current operating plan may change as a result of many factors currently unknown to us, and we
may need to seek additional funds sooner than planned. These additional funds could be raised through public or private equity or debt financings (although debt financings are unlikely to be available until we have significant revenue and cash flow
to service debt we may incur), government or other third-party funding, strategic alliances and licensing arrangements or a combination of these approaches. However, we may be unable to raise additional funds or enter into such other arrangements
when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and compromise our ability to develop our product candidates and
pursue our strategy.

We expect to incur losses for the foreseeable future, and we expect these losses to increase as we continue our
development of, and seek regulatory approvals for, our product candidates. Because of the numerous risks and uncertainties associated with product development in our field, we are unable to predict the timing or amount of increased expenses, or when
or if we will be able to generate product revenue or achieve or maintain profitability. Our ability to generate revenue from licensing, strategic alliances and collaboration arrangements and product sales will depend on a number of factors,
including, among others, obtaining and maintaining adequate coverage and reimbursement from third-party payers for any of our product candidates that may receive regulatory approval. Even if we are able to generate revenues from licensing programs,
strategic alliances or collaboration arrangements or commercial sale of our products, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our
operations at planned levels and we could be forced to reduce our operations.

Financial operations overview

Revenue & other income

To date, we have derived revenues and other income from licensing fees and interest income. We have not generated any revenues from the sales
of products. Revenues from licensing fees and interest income are included in the revenue line item on our statements of profit or loss. The Research and Development Tax Incentive is recognized as other income.

Our licensing fees have been generated through the licensing of our ddRNAi technology to biopharmaceutical companies.

Our grant income is generated through the Australian federal governments Research and Development Tax Incentive program, under which the
government provides a cash refund for the 43.5% (reduced from 45% at July 1, 2016) of eligible research and development expenditures, including salaries, by small Australian entities having a tax loss. For this purpose, small Australian
entities are defined as those with less than A$20 million in revenue. This grant is available for our research and development activities in Australia, as well as activities in the United States to the extent such U.S.-based expenses relate to
our activities in Australia, do not exceed half the expenses for the relevant activities and are approved by the Australian government. Up until June 30, 2016 the grants were determined by the Australian government following the completion of a
fiscal year based upon eligible research and development expenditures, grants are recorded in the fiscal year received rather than the fiscal year to which they relate. In the year ended June 30, 2017 reporting period detailed reporting systems
were implemented to allow for the first time a reliable estimate to be made of the grant income that is expected to be received for the current period. In determining the estimate management reviews historical claims, Government overseas findings
enabling the claim of overseas expenditure and the allocation of staff and overheads costs within approved projects. To the extent our research and development expenditures are deemed to be ineligible, then our grants would decrease. In
addition, the Australian government may in the future decide to modify the requirements of, reduce the amounts of the grants available under, or discontinue the Research and Development Tax Incentive program. For instance, the Australian government
recently released findings and a panel recommendation that if implemented would reduce the amount of the grants available to small companies such as Benitec to a maximum of A$2 million per annum. Any such change in the Research and Development
Tax Incentive program could have a material adverse effect on our future cash flows and financial position.



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We also record interest and other financial income earned from bank accounts, term deposits and
short-term investments as other revenues in our statements of profit or loss.

Employment related costs

Employment related costs include salaries for all our employees and related benefits, including the grant of share options, which are valued
and included in the statements of profit or loss and other comprehensive income as share based expenses.

Impairment

We assess at the end of each fiscal year and half year whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing is required for an asset, such as goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use, we make an estimate of the assets recoverable amount. An
assets recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other
assets or groups of assets and the assets value in use cannot be estimated to be close to its fair value. In such cases, the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an
asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. No impairment was recorded in fiscal years 2017 or 2015. In fiscal 2016, we
recorded an impairment of A$1.8 million in relation to the write-off of a clinical trial prepayment that had originally been made for a non-small cell lung cancer
program. The non-small cell lung cancer program was cancelled in fiscal 2016.

In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses relating to continuing operations are recognized in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as
a revaluation decrease).

Royalties and license fees

We pay royalties and license fees in connection with our licensing of intellectual property from third parties. In December 2016, we entered
into an exclusive sublicence agreement with NantWorks, pursuant to which we have agreed to develop and commercialize an antisense RNA product candidate for HNSCC, which we call BB-401. We are required to make
periodic, milestone and royalty payments to Nant Capital pursuant to the exclusive sublicense agreement in connection with the development and sale of BB-401.

In August 2009, we entered into a collaborative agreement with Biomics Biotech Co., Ltd. pursuant to which we agreed to share any revenue
generated from commercializing our jointly filed patents which relate to single-stranded RNA and shRNA sequences for treatment of hepatitis B. In July 2015, we entered into an earn-out agreement with Biomics
pursuant to which we acquired all rights, title and interest in these patents in exchange for upfront and milestone payments. At the time of signing the agreement, we paid Biomics A$2.5 million consisting of A$2.0 million in cash and
647,333 ordinary shares (having a value of A$500,000 at the time the agreement was entered into). These shares could not be traded until October 1, 2015 and thereafter Biomics may only sell up to A$100,000 in value of those shares in any
calendar month.

In August 2013, we entered into a commercial license arrangement with NewSouth Innovations Pty Limited, or NSi, of
University of New South Wales for the patent portfolio relating to discontinued therapeutic product candidate for non-small cell lung cancer. In October 2016, the license with NSi was terminated.

Foreign exchange translation

The foreign
currency translation reserve represents the currency translation movements of subsidiary company balances denominated in foreign currencies at year end. Foreign currency monetary items are translated at the
year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Movements in the foreign currency translation reserve are shown in our Statement of Profit or
Loss and Other Comprehensive Income.



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Foreign currency transactions are translated into functional currency using the exchange rates
prevailing at the date of the transactions. Exchange rate differences are recognized in the Statement of Profit or Loss and Other Comprehensive Income.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates and judgments that can affect the reported amounts of assets,
liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We analyze our estimates and judgments and we base our estimates and judgments on historical experience and
various other assumptions that we believe to be reasonable under the circumstances. Actual results may vary from our estimates. Our significant accounting policies are detailed in Note 1 to our consolidated financial statements for the fiscal year
ended June 30, 2017 appearing elsewhere in this report. We have summarized below the accounting policies of particular importance to the portrayal of our financial position and results of operations and that require the application of
significant judgment or estimates by our management.

Share-based payments transactions. We measure the cost of equity-settled
transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model.

Tax losses. Given our history of recent losses, we have not recognized a deferred tax asset with regard to unused tax losses and other
temporary differences, as it has not been determined whether we or our subsidiaries will generate sufficient taxable income against which the unused tax losses and other temporary differences can be utilized. We note that the availability of tax
losses is subject to an Australian continuity of ownership test or, if we fail that test, the same business test. If we continue to obtain funding from new shareholders, then we may not comply with the continuity of ownership test.

Results of Operations

The following
discussion relates to our consolidated results of operations, financial condition and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the notes thereto contained elsewhere in this
report.

Comparison of the fiscal years ended June 30, 2017 and 2016



|                                                                     |  |                                   |        |  |                    |    |       |  |  |    |       | 
|-------------------------------------------------------------------- |  | --------------------------------- | ------ |  | ------------------ | -- | ----- |  |  | -- | ----- | 
|(in thousands)                                                       |  | For the fiscal year endedJune 30, |        |  | Increase(Decrease) |   
|                                                                     |  | 2017                              |        |  | 2016               |    |      
|Revenue:                                                             |  |                                   |        |  |                    |    |       | 
|Licensing revenue and royalties                                      |  | A$                                | 333    |  |                    | A$ | 247   |  |  | A$ | 86    | 
|Finance incomeinterest                                              |  |                                   | 253    |  |                    |    | 217   |  |  |    | 36    | 
|                                                                     |  |                                  
|Other income:                                                        |  |                                   |        |  |                    |    |       | 
|Australian Government Research and Development refundable tax offset |  |                                   | 10,507 |  |                    |    | 3,590 |  |  |    | 6,917 | 
|                                                                     |  |                                   |        |  |                    |    |       |  |  |    |       | 
|                                                                     |  |                                   |       
|Total revenue and other income                                       |  | A$                                | 11,093 |  |                    | A$ | 4,054 |  |  |    | 7,039 | 

Licensing revenue and royalties increased by A$0.1 million, from A$0.2 million in fiscal 2016 to
A$0.3 million in fiscal 2017, primarily due to timing differences in the recognition of such revenue.

Finance income remained
relatively unchanged at A$0.2 million in fiscal 2016 and fiscal 2017 as a result of holding cash in low yielding U.S. dollar bank accounts.



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Other income, consisting of our Research and Development refundable tax offset from the
Australian Government, increased by A$6.9 million, from A$3.6 million in fiscal 2016 to A$10.5 million in fiscal 2017. This increase is primarily due to the detailed reporting systems that were implemented for the first time to allow
for a reliable estimate to be made of the grant income that is expected to be received for the period, thus grant income for the year ended June 30, 2017 includes an estimate of research and development grant receivable for June 30, 2017
of A$4.2 million. See Note 2 and Note 5 of our June 30, 2017 financial statements included in this Annual Report on Form 20-F for more detailed information on research and development incentives.

Expenses

Research and development expense.Research and development expense decreased by A$6.4 million, from A$13.3 million in fiscal
2016 to A$6.9 in fiscal 2017, primarily due to inclusion in fiscal 2016 of A$2.5 million expenditure relating to the acquisition of full rights to the patents underlying our preclinical hepatitis B therapeutic program from our collaborator,
Biomics, and fiscal 2017 showing the effect of reduced expenditure on the discontinued hepatitis C program and non-small cell lung cancer program.

Employment related expenses.Employment-related expenses decreased by A$1.3 million in fiscal 2017 compared to fiscal 2016
primarily due to management restructuring.

Share based expenses.Share based expenses decreased by A$1.3 million, from
A$1.7 million in fiscal 2016 to A$0.4 million in fiscal 2017, largely due to fewer employee options being issued. Share based expenses are calculated using a Black-Scholes model. The share based expense model uses a data set that includes
share price and exercise price, exercise probability, volatility, exercise time and interest rates. We recognize share based expenses over the service period in which the employee earns the award, which is the vesting period of the award.

Travel related costs.Travel related costs decreased by A$0.4 million, from A$1.0 million in fiscal 2016 to
A$0.6 million in fiscal 2017, primarily related to travel incurred in the prior period to support the U.S. IPO.

Consultants
costs.Consultants costs remained relatively unchanged at A$1.0 million in fiscal 2016 and fiscal 2017. We retained specialist advisers in relation to our key product candidate programs and for media and shareholder relations capabilities.

Occupancy costs.Occupancy costs remained relatively unchanged at A$0.5 million in fiscal 2016 and A$0.55 million in
fiscal 2017, reflecting continued lease obligations in California and Australia.

Corporate expenses.Corporate expenses increased
by A$0.4 million from A$1.1 million in fiscal 2016 to A$1.5 million in fiscal 2017 due to additional costs related to NASDAQ and SEC compliance costs.

IPO costs.We incurred legal, accounting and other costs of A$1.2 million during fiscal 2016 in relation to our U.S. initial
public offering that was completed in August 2015. We did not incur any U.S. IPO-related costs during fiscal 2017.

Write-off of clinical trial prepayment.In 2013 we had contracted with a clinical research
organization to manage the initial clinical development and trials for our non-small cell lung cancer therapeutic candidate. The expected cost of the clinical trial was paid in advance in order to secure
favorable commercial terms. As a result of feedback from potential commercial partners and investors, we decided in fiscal 2016 to discontinue the non-small cell lung cancer program, allowing resources to be
focused on developing other preclinical programs. In August 2016, we reached agreement for the return of A$0.9 million of the prepayment due to the cancellation of the program and this amount was recovered during fiscal 2017. The remaining
A$1.8 million of the prepayment was written off in fiscal 2016. No such write-off was incurred in fiscal 2017.

Loss for the period

As a
result of the foregoing, our loss for the period after income tax benefit decreased by A$19.1 million, from A$24.8 million in fiscal 2016 to A$5.7 million in fiscal 2017.

Given our and our subsidiaries history of recent losses, we have not recognized a deferred tax asset with regard to unused tax losses
and other temporary differences, as it has not been determined whether we or our subsidiaries will generate sufficient taxable income against which the unused tax losses and other temporary differences can be utilized.



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Comparison of the fiscal years ended June 30, 2016 and 2015

Revenue



|                                  |  |                                   |     |  |                    |    |       |  |  |  |        |  
|--------------------------------- |  | --------------------------------- | --- |  | ------------------ | -- | ----- |  |  |  | ------ | -
|(in thousands)                    |  | For the fiscal year endedJune 30, |     |  | Increase(Decrease) |   
|                                  |  | 2016                              |     |  | 2015               |    |      
|Revenue:                          |  |                                   |     |  |                    |    |       | 
|Licensing revenue and royalties   |  | A$                                | 247 |  |                    | A$ | 307   |  |  |  | (60    | )
|Finance incomeinterest           |  |                                   | 217 |  |                    |    | 774   |  |  |  | (557   | )
|                                  |  |                                  
|Other income:                     |  |                                   |     |  |                    |    |       | 
|Net foreign exchange fluctuation* |  |                                   |    |  |                    |    | 573   |  |  |  | (573   | )
|                                  |  |                                   |     |  |                    |    |       |  |  |  |        |  
|                                  |  |                                   |    
|Total revenue and other income    |  | A$                                | 464 |  |                    | A$ | 1,654 |  |  |  | (1,190 | )
|                                  |  |                                   |     |  |                    |    |       |  |  |  |        |  



|* | The net foreign exchange fluctuation is due to our significant U.S. dollar cash balances (following an equity placement in April 2014 and our U.S. initial public offering in August 2015) and currency moves between the
U.S. dollar and the Australian dollar.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Licensing revenue and royalties decreased from fiscal 2015 to fiscal 2016 primarily
due to timing differences in the recognition of such revenue.

Finance income decreased from A$0.8 million in fiscal 2015 to
A$0.2 million in fiscal 2016 as a result of holding cash in low yielding U.S. dollar bank accounts and lower cash balance in fiscal 2016.

Expenses

Research and
development expense.Research and development expense increased by A$7.1 million, from A$6.2 million in fiscal 2015 to A$13.3 million in fiscal 2016, primarily due to:



| |  |  | A$2.5 million as an initial payment to acquire the full rights to the patents underlying our preclinical ddRNAi-based hepatitis B therapeutic program that were jointly filed by Biomics and us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | higher research and development activity in fiscal 2016, including the dosing of additional patients in our Phase I/IIa clinical trial for TT-034; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | work under our agreement with 4D Molecular Therapeutics LLC to develop vectors.
| | - |  | -------------------------------------------------------------------------------

Employment
related expenses.Employment-related expenses increased by A$2.9 million in fiscal 2016 compared to fiscal 2015 due to increased staff levels, particularly at Taceres laboratory, in fiscal 2016.

Share based expenses.Share based expenses increased by A$0.2 million, from A$1.5 million in fiscal 2015 to
A$1.7 million in fiscal 2016, largely due to the share based expense costs for options granted to our directors in November 2015. Share based expenses are calculated using a Black-Scholes model. The share based expense model uses a data set
that includes share price and exercise price, exercise probability, volatility, exercise time and interest rates. Variation in these factors and an increased level of option grants to our directors were the major contributors to this expense
increase. We recognize share based expenses over the service period in which the employee earns the award, which is the vesting period of the award.

Travel related costs.Travel related costs were relatively unchanged at A$1.0 million in fiscal 2015 and fiscal 2016 and primarily
related to our U.S. initial public offering in August 2015, participation in international conferences and meetings with pharmaceutical companies.

Consultants costs.Consultants costs increased by A$0.1 million from A$0.9 million in fiscal 2015 to A$1.0 million in
fiscal 2016. We retained specialist advisers in relation to our key product candidate programs and for media and shareholder relations capabilities.



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Occupancy costs.Occupancy costs increased by A$0.4 million from A$0.3 million
in fiscal 2015 to A$0.7 million in fiscal 2016 due to a new expanded lease for the laboratory in California and increased space under lease in Australia.

Corporate expenses.Corporate expenses increased by A$0.2 million from A$1.0 million in fiscal 2015 to A$1.2 million in
fiscal 2016 due to U.S. IPO costs.

IPO costs.We incurred legal, accounting and other costs of A$1.2 million during fiscal
2016 in relation to our U.S. initial public offering that was completed in August 2015.

Write-off of clinical trial prepayment.In 2013 we had contracted with a clinical research
organization to manage the initial clinical development and trials for our non-small cell lung cancer therapeutic candidate. The expected cost of the clinical trial was paid in advance in order to secure
favorable commercial terms. As a result of feedback from potential commercial partners and investors, we decided in fiscal 2016 to discontinue the non-small cell lung cancer program, allowing resources to be
focused on developing other preclinical programs. In August 2016, we reached agreement for the return of A$0.9 million of the prepayment due to the cancellation of the program. The remaining A$1.8 million of the prepayment has been written
off.

Loss for the period

As a result of the foregoing, our loss for the period after income tax benefit increased by A$13.3 million from A$11.5 million
in fiscal 2015 to A$24.8 million in fiscal 2016.

Given our and our subsidiaries history of recent losses, we have not
recognized a deferred tax asset with regard to unused tax losses and other temporary differences, as it has not been determined whether we or our subsidiaries will generate sufficient taxable income against which the unused tax losses and other
temporary differences can be utilized.



|B. | Liquidity and Capital Resources.
|-- | --------------------------------

We have incurred cumulative
losses and negative cash flows from operations since our inception in 1995 and, as of June 30, 2017, we had accumulated losses of A$135.7 million. We anticipate that we will continue to incur losses for at least the next several years. We
expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt
financings, other third-party funding and other collaborations, strategic alliances and licensing arrangements.

We had no borrowings in
fiscal 2015, fiscal 2016 or fiscal 2017 and do not currently have a credit facility.

As of June 30, 2017, we had cash and cash
equivalents of A$17.4 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank
accounts. Our short-term investments consist of term deposits with maturity within 180 days.

Cash flows

The following table sets forth the sources and uses of cash for each of the periods set forth below:



|                                                    |  |                                    |        |   |      |    |         |      |  |    |        |  
|--------------------------------------------------- |  | ---------------------------------- | ------ | - | ---- | -- | ------- | ---- |  | -- | ------ | -
|                                                    |  | For the fiscal year ended June 30, |       
|(in thousands)                                      |  | 2017                               |        |   | 2016 |    |         | 2015 | 
|                                                    |  |                                    |       
|Net cash used in operating activities               |  | A$                                 | (8,304 | ) |      | A$ | (20,208 | )    |  | A$ | (9,692 | )
|Net cash provided by (used in) investing activities |  |                                    | (302   | ) |      |    | (342    | )    |  |    | (505   | )
|Net cash provided by financing activities           |  |                                    | 7,939  |   |      |    | 17,510  |      |  |    | 52     |  



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Operating activities.Net cash used in operating activities for fiscal 2017, fiscal 2016
and fiscal 2015 was A$8.3 million, A$20.2 million and A$9.7 million, respectively. The use of net cash in all periods resulted from our net losses.

Investing activities.Net cash used in investing activities in fiscal 2017, 2016 and 2015 was A$0.3million, A$0.3 million and
A$0.5 million, respectively, and mostly related to purchases of equipment.

Financing activities.Net cash provided by
financing activities was A$7.9 million, A$17.5 million and A$0.05 million for fiscal 2017, fiscal 2016 and fiscal 2015, respectively. All such cash from financing activities related to the issuance of ordinary shares, including
A$8.0 million in gross proceeds from private placements in fiscal 2017 and our U.S. initial public offering in fiscal 2016 with gross proceeds of A$18.8 million (US$13.8 million).

Operating capital requirements

To date, our sources of liquidity have been licensing revenue and royalties, Australian government research and development grants, interest on
invested cash in excess of immediate requirements and proceeds of the issuance of equity securities.

In the future, we expect our revenue
stream will be generated mostly from licensing, strategic alliances and collaboration arrangements with pharmaceutical companies. While we continue to progress discussions and advance opportunities to engage with pharmaceutical companies and
continue to seek licensing partners for ddRNAi in disease areas that are not our focus, there can be no assurance as to whether we will enter into such arrangements or what the terms of any such arrangement could be.

While we have established some licensing arrangements, we do not have any products approved for sale and have not generated any revenue from
product sales. We do not know when, or if, we will generate any revenue from product sales. We do not expect to generate significant revenue from product sales unless and until we obtain regulatory approval of and commercialize one of our current or
future product candidates.

Unless and until we establish significant revenues from licensing programs, strategic alliances or
collaboration arrangements with pharmaceutical companies, or from product sales, we anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of product
candidates and begin to prepare to commercialize any product that receives regulatory approval. We are subject to the risks inherent in the development of new gene therapy products, and we may encounter unforeseen expenses, difficulties,
complications, delays and other unknown factors that may adversely affect our business.

We expect that our cash and cash equivalents will
be sufficient to enable us to complete planned preclinical proof of concept studies for certain of our ddRNAi product candidates until approximately the fourth quarter of calendar 2018. In order to complete the planned preclinical proof of
concept studies for our lead ddRNAi product candidates and to build the infrastructure that we believe will be necessary to commercialize our lead product candidates, we will require substantial additional funding. We will also require substantial
additional funding to complete clinical trials for BB-401.

We have based our projections of
operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and
commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:



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| |  |  | the timing and costs of our planned clinical trials for our ddRNAi product candidates;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the timing and costs of our planned preclinical studies for our ddRNAi product candidates;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the timing and costs of our planned clinical trials for the EGFR antisense asset that was in-licensed from Nant;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the number and characteristics of product candidates that we pursue;
| | - |  | --------------------------------------------------------------------



| |  |  | the outcome, timing and costs of seeking regulatory approvals;
| | - |  | --------------------------------------------------------------



| |  |  | revenue received from commercial sales of any of our product candidates that may receive regulatory approval;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the terms and timing of any future collaborations, licensing, consulting or other arrangements that we may establish;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property
rights;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against intellectual property related claims; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extent to which we need to in-license or acquire other products and technologies.
| | - |  | -------------------------------------------------------------------------------------



|C. | Research and Development, Patents and Licenses, etc.
|-- | ----------------------------------------------------

Research and
development expenses consist primarily of costs incurred for the development of our product candidates, which include:



| |  |  | expenses incurred under agreements with academic research centers, clinical research organizations and investigative sites that conduct our clinical trials; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the cost of acquiring, developing, and manufacturing clinical trial materials.
| | - |  | ------------------------------------------------------------------------------

Research and
development expenses do not include employment related expenses, which are included in our Statement of Profit or Loss and Other Comprehensive Income as a separate line item.

Research and development costs are expensed as incurred. Costs for certain development activities are recognized based on an evaluation of the
progress to completion of specific tasks using information and data provided to us by our vendors and our clinical sites.

We cannot
determine with certainty the duration and completion costs of the current or future product development, preclinical studies or clinical trials of our product candidates. The duration, costs, and timing of clinical trials and development of our
product candidates will depend on a variety of factors, including:



| |  |  | the scope, rate of progress, and expense of our ongoing as well as any additional clinical trials and other research and development activities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the countries in which trials are conducted;
| | - |  | --------------------------------------------



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| |  |  | future clinical trial results;
| | - |  | ------------------------------



| |  |  | our relationship with collaborators;
| | - |  | ------------------------------------



| |  |  | uncertainties in clinical trial enrollment rates or drop-out or discontinuation rates of patients;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | potential additional safety monitoring or other studies requested by regulatory agencies;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | significant and changing government regulation; and
| | - |  | ---------------------------------------------------



| |  |  | the timing and receipt of any regulatory approvals.
| | - |  | ---------------------------------------------------

A change in the outcome of any of these
variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA, or another regulatory authority were to
require us to conduct clinical trials beyond those that we anticipate will be required to complete clinical development of a product candidate or if we experience significant delays in enrollment in any of our clinical trials, we could be required
to expend significant additional financial resources and time on the completion of clinical development.

Our research and development
expenses, categorized by product candidate or program, in fiscal 2017, fiscal 2016 and fiscal 2015 were as follows:



|                                                                                                             |  |                             |           |  |      |    |            |      |  |    |           | 
|------------------------------------------------------------------------------------------------------------ |  | --------------------------- | --------- |  | ---- | -- | ---------- | ---- |  | -- | --------- | 
|                                                                                                             |  | For the year ended June 30, |          
|Product candidate or program                                                                                 |  | 2017                        |           |  | 2016 |    |            | 2015 | 
|TT-034 for the treatment of HCV                                                                              |  | A$                          | 1,066,875 |  |      | A$ | 3,248,758  |      |  | A$ | 3,171,886 | 
|BB-103 and BB-101
for the treatment of HBV                                                                   |  |                             | 1,353,351 |  |      |    | 3,924,457  |      |  |    | 491,878   | 
|BB-201 and BB-202
for the treatment of AMD                                                                   |  |                             | 2,049,897 |  |      |    | 2,796,851  |      |  |    | 1,179,269 | 
|BB-301 for treatment of OPMD                                                                                 |  |                             | 595,060   |  |      |    | 817,494    |      |  |    |          | 
|BB-401 and BB-501
for the treatment of HNSCC                                                                 |  |                             | 518,438   |  |      |    |           |      |  |    |          | 
|New Technologies                                                                                             |  |                             | 74,915    |  |      |    | 175,226    |      |  |    |          | 
|Tribetarna for the treatment of drug-resistant NSCLC*                                                        |  |                             |          |  |      |    | 390,530    |      |  |    | 761,047   | 
|Other project related research and development costs (includes insurance, legal, IP and lab
equipment costs) |  |                             | 1,266,834 |  |      |    | 1,933,501  |      |  |    | 624,211   | 
|                                                                                                             |  |                             |           |  |      |    |            |      |  |    |           | 
|Total                                                                                                        |  | A$                          | 6,925,370 |  |      | A$ | 13,286,817 |      |  | A$ | 6,228,291 | 
|                                                                                                             |  |                             |           |  |      |    |            |      |  |    |           | 



|* | program discontinued in October 2016.
|- | -------------------------------------

We plan to increase our research and development
expenses for the foreseeable future as we continue later stage development of ddRNAi product candidates and explore further potential applications of our technology, including for our antisense RNA product candidate
BB-401.



|D. | Trend Information.
|-- | ------------------

Our objective is to become the leader in
discovering, developing, clinically validating and commercializing ddRNAi-based therapeutics for a range of human diseases with high unmet clinical need or large patient populations, and to thereby provide a better life for patients with these
diseases. Our strategy to accomplish this goal is to progress our pipeline of proprietary ddRNAi-based therapeutics, continue our leadership position in ddRNAi-based therapeutics, develop drugs in our core disease area, partner selectively to
commercialize and expand our pipeline and pursue indications with high unmet medical need or a large patient population.



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The scientific research that forms the basis of our efforts to develop product candidates is
based on the therapeutic use of ddRNAi, and the identification, optimization and delivery of ddRNAi-based product candidates is relatively new. The scientific evidence to support the feasibility of successfully developing therapeutic treatments
based on ddRNAi is preliminary and limited. There can be no assurance that any development and technical problems we experience in the future will not cause significant delays or unanticipated costs, or that such development problems can be solved.

We are currently working to advance our product candidates for OPMD, AMD and hepatitis B through to completion of preclinical proof of
concept studies and IND-enabling studies. Based on cash requirements and financing, we plan to continue to advance our product candidates through to submission of an IND application and potentially completion
of clinical proof of concept.



|E. | Off-Balance Sheet Arrangements.
|-- | -------------------------------

We did not have over the past three fiscal years, and we currently do not have, any off-balance sheet
arrangements as defined in the rules and regulations of the Securities and Exchange Commission.



|F. | Tabular Disclosure of Contractual Obligations.
|-- | ----------------------------------------------

The following table
summarizes our contractual obligations as of June 30, 2017:



|                                                                 |  |                                      |     |  |                 |    |     |           |  |    |           |  |  |                 |     |  |  |    |   | 
|---------------------------------------------------------------- |  | ------------------------------------ | --- |  | --------------- | -- | --- | --------- |  | -- | --------- |  |  | --------------- | --- |  |  | -- | - | 
|                                                                 |  | Payments due by period (A$ thousand) |    
|                                                                 |  | Total                                |     |  | Less than1 year |    |     | 1-3 years |  |    | 3-5 years |  |  | Morethan 5years |    
|Operating lease obligations                                      |  | A$                                   | 258 |  |                 | A$ | 169 |           |  | A$ | 89        |  |  | A$              |    |  |  | A$ |  | 
|Obligations under contracts with clinical research organizations |  |                                      | 588 |  |                 |    | 132 |           |  |    | 330       |  |  |                 | 126 |  |  |    |  | 
|                                                                 |  |                                      |     |  |                 |    |     |           |  |    |           |  |  |                 |     |  |  |    |   | 
|                                                                 |  |                                      |     |  |                
|Total                                                            |  | A$                                   | 846 |  |                 | A$ | 301 |           |  | A$ | 419       |  |  | A$              | 126 |  |  | A$ |  | 
|                                                                 |  |                                      |     |  |                 |    |     |           |  |    |           |  |  |                 |     |  |  |    |   | 



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Item 6. Directors, Senior Management and Employees



|A. | Directors and Senior Management.
|-- | --------------------------------

The following table sets forth
information covering our current directors and executive officers.



|                |  |                                              
|--------------- |  | ---------------------------------------------
|Name            |  | Position                                     
|                | 
|Greg West       |  | Chief Executive Officer and Company Secretary
|                | 
|Jerel A. Banks  |  | Chairman of the Board of Directors           
|                | 
|David Suhy      |  | Chief Scientific Officer                     
|                | 
|Cliff Holloway* |  | Chief Business and Operating Officer         
|                | 
|Bryan Dulhunty  |  | Chief Financial Officer                      
|                | 
|John Chiplin    |  | Director                                     
|                | 
|J. Kevin Buchi  |  | Director                                     
|                | 
|Megan Boston    |  | Director                                     
|                | 
|Peter Francis   |  | Director                                     



|* | Tendered his resignation effective January 8, 2018
|- | --------------------------------------------------

Greg Westhas been our
Chief Executive Officer since August 2016 and, prior to that was Interim Chief Executive Officer from December 2015. He was also our Chief Financial Officer from May 2011 until August 2016 and has been Company Secretary since May 2011. From May 2010
to January 2011, he was Chief Financial Officer at Immune Systems Therapeutics, Ltd., a medical diagnostic company. Mr. West is an Australian Chartered Accountant. He is a Director and Audit Committee Chairman of each of UOWD Limited (a
business arm of Wollongong University) and IDP Education Limited and Education Australia Limited. He worked at PricewaterhouseCoopers and has held finance executive roles with financial institutions, including BT Financial Group, Deutsche Bank AG
and IAG New Zealand Limited.

Dr.JerelA Banks was
appointed Chairman of our Board on October 12, 2017 and has been a director since October 2016. Dr. Banks is the Chief Investment Officer of Nant Capital, LLC. Prior to joining Nant Capital, LLC, Dr. Banks served as vice president,
portfolio manager and research analyst for the Franklin Biotechnology Discovery Fund at Franklin Templeton Investments from 2012 to 2015. Dr. Banks currently serves as a Director of Genos Research, Inc. Prior to his tenure at Franklin Templeton
Investments, he worked as a biotechnology equity research analyst at Sectoral Asset Management from 2011 to 2012. From 2008 to 2011, Dr. Banks worked as a biotechnology equity research analyst at Apothecary Capital, the healthcare investment
management team for the family investment office of the Bass Family of Fort Worth, Texas. Dr. Banks began his career in investment management as a healthcare equity research associate at Capital Research Company where he was a member of the
equity research team from 2006 to 2008. Dr. Banks earned an M.D. from the Brown University School of Medicine and a Ph.D. in Organic Chemistry from Brown University, and he holds a an A.B. in Chemistry from Princeton University.

Dr.David Suhywas appointed as our Chief Scientific Officer in April 2015, prior to which he
served as our Senior Vice President, Research & Development since October 2012. In April 2008, he joined Tacere Therapeutics, Inc. as Director of Research & Development and continued in that role until our acquisition of Tacere in
October 2012. Previous roles include Associate Director of R&D at Clontech Laboratories, Inc. and Principal Scientist at Antara Biosciences Inc. He also led the Target Validation Group at PPD Discovery, a company with proprietary technology
surrounding the use of genetic suppressor elements to identify druggable genomic targets for large pharmaceutical companies.



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Dr.Cliff Hollowayhas been our Chief Business and
Operating Officer since August 2016. Prior to joining our company, Dr. Holloway served as CEO and Managing Director of Sienna Cancer Diagnostics Ltd since 2015. Dr. Holloway served as CEO and Managing Director of Immune System Therapeutics
Ltd from 2012 to 2014 and CEO and Executive Director of Biosceptre International Ltd from 2010 to 2012. He has been a director of Newstar Ventures Pty Ltd. since 2014. He was formerly VP Business Development at ASX listed biotechnology company Arana
Therapeutics Ltd, which was acquired by Cephalon Inc (now Teva Pharmaceuticals Industries Ltd) in 2009. Dr. Holloway has extensive experience in biopharmaceutical and healthcare related technologies with a focus on commercialization and product
development. He holds a Bachelor of Pharmacy and a PhD in Medicinal Chemistry from the University of Nottingham, United Kingdom.

Bryan Dulhunty has been our Chief Financial Officer since August 2016. He previously served as executive chairman, director,
managing director, chief financial officer and company secretary of a number of ASX-listed and non-listed biotech companies. For the period 2004 to 2012,
Mr. Dulhunty held various roles with Viralytics Ltd, including non-executive director, executive chairman and managing director. Since 2012, Mr. Dulhunty has run his own consultancy business, CoSA
Pty Ltd, that provides financial and regulatory services to companies in the life science industry including Benitec. Mr. Dulhunty holds a Bachelor of Economics from the University of Sydney and is an Australian Chartered Accountant.

Dr.John Chiplinwas a Director since February 2010. Dr. Chiplin is a founder of and has
served as a Managing Director of investment company, Newstar Ventures Ltd., since 1998. More recently, he has served as a director of Medistem, Inc. through its acquisition by Intrexon Corporation in 2014, as founding Chief Executive Officer of
Arana Therapeutics Limited from 2006 through its acquisition by Cephalon, Inc. in 2009, as director of Domantis Ltd through its acquisition by GlaxoSmithKline plc in 2006, and as Managing Director of ITI Life Sciences Fund from 2003 to 2005.
Dr. Chiplin currently serves on the board of directors of Adalta Pty Ltd, ScienceMedia Inc., Prophecy Inc., Batu Biologics Inc., The Coma Research Institute and Cynata Therapeutics Limited which is traded on the ASX. Dr. Chiplins
Pharmacy and PhD degrees are from the University of Nottingham, Nottingham, United Kingdom.

J. Kevin Buchihas been a
Director since April 2013. Since August 2013, he has served as Chief Executive Officer of TetraLogic Pharmaceuticals Corporation. Mr. Buchi served as Chief Executive Officer of Cephalon, Inc., or Cephalon, from December 2010 through its
acquisition by Teva Pharmaceutical Industries Ltd in October 2011. After the acquisition Mr. Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceuticals Industries Ltd. Mr. Buchi joined Cephalon in 1991 and
held various positions, including Chief Operating Officer, from January 2010 to December 2010, Chief Financial Officer and Head of Business Development prior to being appointed Chief Executive Officer. Mr. Buchi currently serves as President
and Chief Executive Officer and a member of the Board of Directors of TetraLogic Pharmaceuticals Corp. Mr. Buchi is also on the Board of Directors of Stemline Therapeutics, Inc., Forward Pharma A/S, Alexza Pharmaceuticals, Inc. and Epirus
Biopharmaceuticals Inc. Mr. Buchi has a B.A. in chemistry from Cornell University and a Masters in Management from Kellogg Graduate School of Management at Northwestern University. He is also a Certified Public Accountant.

Megan Bostonhas been a Director since August 2016. From April 2014 to July 2016, she was Managing Director of Omni Market Tide
Limited, an ASX-listed technology company and from April 2014 to June 2015, she was Chief Executive Officer of GRT Exchange, an Australian technology company. Since 2010, Ms. Boston has been a Director or
Deputy Chair of Adult Multicultural and Education Service in Australia and a Board member and Chair of the Audit and Risk Committee for the Victorian Human Rights and Equal Opportunity Commission. Previously Ms. Boston was a Board Member and
Chair of the Finance, Audit and Risk Committee for Beyond Medical Education, a provider of General Practitioner training services in regional Victoria, Australia. Ms. Boston was appointed as Managing Director of Neuroscope Ltd in 2017.
Ms. Boston is an Australian Chartered Accountant.

Peter Francishas been a director since February 2006 and was
previously Chairman of the Board until October 12, 2017. Since 1993, Mr. Francis has been a partner at Francis Abourizk Lightowlers, a firm of commercial and technology lawyers with offices in Melbourne, Australia. He is a legal specialist
in the areas of intellectual property and licensing and provides legal advice to corporations and research bodies. Mr. Francis completed his studies in law and jurisprudence at Monash University.



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There are no family relationships among any of our directors or executive officers and no
arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management was selected as such, except Dr. Banks was appointed as a Director in October 2016
following the acquisition by Nant Capital, LLC of 19.9% of Benitecs then-outstanding ordinary shares. Following the March 2017 private placement, Nant Capital held 28.57% of our total post-issuance voting power. We are required to make
periodic, milestone and royalty payments to Nant Capital pursuant to the exclusive sublicense agreement in connection with the development and sale of BB-401. In addition, the research collaboration agreement
with Nant Capital allocates the A$5.4 million received from Nant Capital in the March 2017 private placement to the development of both HNSCC assets, BB-401 and
BB-501. Nant Capital will have a controlling vote on the joint steering committee that directs and oversees such development of BB-401 until those funds have been
expended.

The business addresses for each of our directors and executive officers is Benitec Biopharma Limited, 99 Mount Street, Suite
1201, North Sydney, New South Wales, 2060 Australia.



|B. | Compensation.
|-- | -------------

Remuneration

The remuneration policy of Benitec is to align director and executive objectives with shareholder and business objectives by providing a fixed
remuneration component and typically offering long-term incentives based on key performance areas. Our board of directors believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and
directors to run and manage the consolidated entity, as well as create goal congruence between directors, executives, and shareholders.

Our board of directors is responsible for determining the appropriate remuneration package for our Chief Executive Officer, and our Chief
Executive Officer is in turn responsible for determining the appropriate remuneration packages for senior management.

Executives
typically receive a base salary based on factors such as experience and comparable industry information, options and performance incentives. Our board of directors reviews our Chief Executive Officers remuneration package, and our Chief
Executive Officer reviews the other senior executives remuneration packages, annually by reference to the consolidated entitys performance, executive performance, and comparable information within the industry.

The performance of executives is measured against criteria agreed annually with each executive and is based predominantly on the overall
success of Benitec in achieving its broader corporate goals. Bonuses and incentives are linked to predetermined performance criteria. Our board of directors may, however, exercise its discretion in relation to approving incentives, bonuses, and
options, and can recommend changes to our Chief Executive Officers recommendations. The policy is designed to attract the highest caliber of executives and reward them for performance that results in long-term growth in shareholder wealth.

Executives may be invited to participate in the employee share option plan.

Australian executives or directors receive a superannuation guarantee contribution required by the government and do not receive any other
retirement benefits.



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All remuneration paid to directors and executives is valued at the cost to us and expensed.
Options are valued using the Black-Scholes methodology. The board of directors policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment, and
responsibilities. Our board of directors as a whole determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. The maximum
aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at our annual general meeting. Fees for non-executive
directors are not linked to the performance of the consolidated entity. However, to align directors interests with shareholder interests, the directors are encouraged to hold our shares.

Our directors are paid remuneration for their services as directors (but excluding any remuneration payable to a director under any executive
services contract with us or one of our related bodies corporate) which is determined in a general meeting of shareholders. The aggregate, fixed sum for directors remuneration is to be divided among the directors in such proportion as the
directors themselves agree and in accordance with our Constitution. The fixed sum remuneration for directors may not be increased except at a general meeting of shareholders and the particulars of the proposed increase are required to have been
provided to shareholders in the notice convening the meeting. In addition, executive directors may be paid remuneration as employees of Benitec.

Fees payable to our non-executive directors must be by way of a fixed sum and not by way of a
commission on or a percentage of profits or operating revenue. Remuneration paid to our executive directors must also not include a commission or percentage of operating revenue.

Pursuant to our Constitution, any director who performs services that in the opinion of our board of directors, are outside the scope of the
ordinary duties of a director may be paid extra remuneration, which is determined by our board of directors.

In addition to other
remuneration provided in our Constitution, all of our directors are entitled to be paid by us for reasonable travel, accommodation and other expenses incurred by the directors in attending general meetings, board meetings, committee meetings or
otherwise in connection with our business.

In addition, in accordance with our Constitution, a director may be paid a retirement benefit
as determined by our board of directors subject to the limits set out in the Corporations Act and the ASX Listing Rules which broadly restrict our ability to pay our officers a termination benefit in the event of a change of control of the Company
or our subsidiaries as well as impose requirements for shareholder approval to be obtained to pay certain retirement benefits to our officers.

Performance Based Remuneration

Each executives remuneration package typically has a performance-based component. The intention of this approach is to facilitate goal
congruence between executives with the business and shareholders. Generally, the executives performance based remuneration is tied to Benitecs successful achievement of certain key milestones relating to its operating activities, as well
as Benitecs overall financial position.

The remuneration policy has been tailored to align the goals of shareholders, directors,
and executives. Two methods are applied in achieving this aim, the first being a performance-based bonus linked to achievement of key corporate milestones, and the second being the issuance of options to the majority of directors and executives to
encourage the alignment of personal and shareholder interests.



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Details of Remuneration for fiscal 2017

The following tables set forth all of the compensation awarded to, earned by or paid to each individual who served as director and executive
officer in fiscal 2017.



|                         |  |                      |           |  |                           |  |   |                    |  |  |                       |   |  |                 |        |  |           |  |        |         |  |  |         |  |  |  |           | 
|------------------------ |  | -------------------- | --------- |  | ------------------------- |  | - | ------------------ |  |  | --------------------- | - |  | --------------- | ------ |  | --------- |  | ------ | ------- |  |  | ------- |  |  |  | --------- | 
|                         |  | Short Term Benefits  |           |  | Post-
Employment
Benefits |  |   | Long
Term Benefits |  |  | Share-
Based Payments |   |  |                 |       
|                         |  | CashSalaryand FeesA$ |           |  | CashBonusA$               |  |   | Non-MonetaryA$     |  |  | SuperAnnuationA$      |   |  | EmployeeLeaveA$ |        |  | OptionsA$ |  |        | TotalA$ | 
|Non-Executive Directors: |  |                      |           |  |                           |  |   |                    |  |  |                       |   |  |                 |        |  |           |  |        |        
|                         |  |                      |           |  |                           |  |  
|Peter Francis            |  |                      | 113,328   |  |                           |  |  |                    |  |  |                      |   |  |                 | 11,400 |  |           |  |       |         |  |  | 92,265  |  |  |  | 219,993   | 
|Jerel Banks              |  |                      | 52,130    |  |                           |  |  |                    |  |  |                      |   |  |                 |       |  |           |  |       |         |  |  |        |  |  |  | 52,130    | 
|Megan Boston             |  |                      | 68,160    |  |                           |  |  |                    |  |  |                      |   |  |                 | 6,475  |  |           |  |       |         |  |  |        |  |  |  | 74,635    | 
|Kevin Buchi              |  |                      | 76,650    |  |                           |  |  |                    |  |  |                      |   |  |                 |       |  |           |  |       |         |  |  | 57,159  |  |  |  | 133,809   | 
|John Chiplin             |  |                      | 84,863    |  |                           |  |  |                    |  |  |                      |   |  |                 |       |  |           |  |       |         |  |  | 57,159  |  |  |  | 142,022   | 
|Iain Ross*               |  |                      | 51,873    |  |                           |  |  |                    |  |  |                      |   |  |                 |       |  |           |  |       |         |  |  | 40,101  |  |  |  | 91,974    | 
|                         |  |                      |           |  |                           |  |  
|Executive Officers:      |  |                      |           |  |                           |  |   |                    |  |  |                       |   |  |                 |        |  |           |  |        |         |  |  |         |  |  |  |           | 
|                         |  |                      |           |  |                           |  |  
|Greg West                |  |                      | 400,000   |  |                           |  |  |                    |  |  | (9,231                | ) |  |                 | 19,616 |  |           |  | 19,328 |         |  |  | 142,527 |  |  |  | 572,240   | 
|David Suhy               |  |                      | 352,789   |  |                           |  |  |                    |  |  | (12,019               | ) |  |                 | 19,516 |  |           |  |       |         |  |  | 26,775  |  |  |  | 387,061   | 
|Cliff Holloway**         |  |                      | 283,077   |  |                           |  |  |                    |  |  | (3,846                | ) |  |                 | 19,616 |  |           |  |       |         |  |  |        |  |  |  | 298,847   | 
|                         |  |                      |           |  |                           |  |   |                    |  |  |                       |   |  |                 |        |  |           |  |        |         |  |  |         |  |  |  |           | 
|                         |  |                      |           |  |                           |  |  
|                         |  |                      | 1,482,870 |  |                           |  |  |                    |  |  | (25,096               | ) |  |                 | 76,623 |  |           |  | 19,328 |         |  |  | 418,986 |  |  |  | 1,972,711 | 
|                         |  |                      |           |  |                           |  |   |                    |  |  |                       |   |  |                 |        |  |           |  |        |         |  |  |         |  |  |  |           | 



|* | No longer a director since October 1, 2016.
|- | -------------------------------------------

|** | Tendered his resignation effective January 8, 2018
|-- | --------------------------------------------------

The proportion of remuneration at
risk and the fixed proportion are as follows:



|                         |  |                    |     |   |                       |  |    |                         |  |  |      |  |  |      |    |   |      |  |    |   |  |  |    |  
|------------------------ |  | ------------------ | --- | - | --------------------- |  | -- | ----------------------- |  |  | ---- |  |  | ---- | -- | - | ---- |  | -- | - |  |  | -- | -
|                         |  | Fixed
remuneration |     |   | At risk  STI
(bonus) |  |    | At risk  LTI
(options) | 
|Name                     |  | 2017               |     |   | 2016                  |  |    | 2017                    |  |  | 2016 |  |  | 2017 |    |   | 2016 | 
|Non-Executive Directors: |  |                    |     |  
|                         |  |                    |     |   |                       | 
|Peter Francis            |  |                    | 57  | % |                       |  | 36 | %                       |  |  |     |  |  |      |   |   |      |  | 43 | % |  |  |   |  
|Kevin Buchi              |  |                    | 57  | % |                       |  | 38 | %                       |  |  |     |  |  |      |   |   |      |  | 43 | % |  |  | 62 | %
|John Chiplin             |  |                    | 60  | % |                       |  | 39 | %                       |  |  |     |  |  |      |   |   |      |  | 40 | % |  |  |   |  
|Megan Boston             |  |                    | 100 | % |                       |  |   |                         |  |  |     |  |  |      |   |   |      |  |   |   |  |  |   |  
|Jerel Banks              |  |                    | 100 | % |                       |  |   |                         |  |  |     |  |  |      |   |   |      |  |   |   |  |  |   |  
|Iain Ross*               |  |                    | 56  | % |                       |  | 39 | %                       |  |  |     |  |  |      |   |   |      |  | 44 | % |  |  |   |  
|                         | 
|Executive Officers:      |  |                    |     |  
|                         |  |                    |     |   |                       | 
|Greg West                |  |                    | 72  | % |                       |  | 66 | %                       |  |  |     |  |  |      | 12 | % |      |  | 28 | % |  |  | 22 | %
|David Suhy               |  |                    | 93  | % |                       |  | 67 | %                       |  |  |     |  |  |      | 12 | % |      |  | 7  | % |  |  | 21 | %
|Cliff Holloway           |  |                    | 100 | % |                       |  |   |                         |  |  |     |  |  |      |   |   |      |  |   |   |  |  |   |  



|* | No longer a director since October 1, 2016.
|- | -------------------------------------------



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The proportion of the cash bonus paid/payable or forfeited is as follows:



|                    |  |                         |   |  |                      |  |     |      |  |  |      |  |  |  |   | 
|------------------- |  | ----------------------- | - |  | -------------------- |  | --- | ---- |  |  | ---- |  |  |  | - | 
|                    |  | Cash bonus paid/payable |   |  | Cash bonus forfeited | 
|Name                |  | 2017                    |   |  | 2016                 |  |     | 2017 |  |  | 2016 | 
|Executive Officers: |  |                         |   |  |                      |  |     |      |  |  |      |  |  |  |   | 
|                    |  |                         |   | 
|Greg West           |  |                         |  |  |                      |  | 100 | %    |  |  |     |  |  |  |  | 
|David Suhy          |  |                         |  |  |                      |  | 100 | %    |  |  |     |  |  |  |  | 
|Cliff Holloway      |  |                         |  |  |                      |  |    |      |  |  |     |  |  |  |  | 

There were no shares issued to directors and executive officers as part of compensation during the year ended
June 30, 2017. The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and executive officers during fiscal 2017 is as follows:



|           |  |             |           |  |             |  |            |                |  |    |                                   |  |  |  |        |  |  |    |  |  |  |  |        | 
|---------- |  | ----------- | --------- |  | ----------- |  | ---------- | -------------- |  | -- | --------------------------------- |  |  |  | ------ |  |  | -- |  |  |  |  | ------ | 
|Grant date |  | No. granted |           |  | Expiry date |  |            | Exercise price |  |    | Fair value peroption atgrant date | 
|08/10/2016 |  |             | 2,200,000 |  |             |  | 08/10/2021 |                |  | A$ |                                   |  |  |  | 0.1665 |  |  | A$ |  |  |  |  | 0.0962 | 

Details of options over ordinary shares granted, vested and lapsed for directors and executive officers as
part of compensation during the year ended June 30, 2017 are set out below:



|          |  |                         |           |  |           |  |            |                                  |  |  |                                  |  |  |              |         |  |                   |  |   |                             |  |    |                  |  |  |  |            |  |  |  |            | 
|--------- |  | ----------------------- | --------- |  | --------- |  | ---------- | -------------------------------- |  |  | -------------------------------- |  |  | ------------ | ------- |  | ----------------- |  | - | --------------------------- |  | -- | ---------------- |  |  |  | ---------- |  |  |  | ---------- | 
|Name      |  | Number ofoptionsgranted |           |  | Grantdate |  |            | Value peroption atgrantdate (A$) |  |  | Value ofoptions atgrant date(A$) |  |  | Numbervested |         |  | Exerciseprice(A$) |  |   | Vestedand firstexercisedate |  |    | Lastexercisedate | 
|Greg West |  |                         | 2,200,000 |  |           |  | 08/10/2016 |                                  |  |  | 0.0962                           |  |  |              | 211,640 |  |                   |  |  |                             |  | A$ | 0.1665           |  |  |  | 08/10/2017 |  |  |  | 08/09/2021 | 

Options granted carry no dividend or voting rights. Options vest over five years with vesting based on
remaining in service. There is no other performance criteria.

Subsequent to the fiscal 2017 year end, our executive officers were issued
with additional options under our Employee Share Option Plan, as follows:



|               |  |                         |           |  |            |  |            |                   |  |    |            |  |  |  |            | 
|-------------- |  | ----------------------- | --------- |  | ---------- |  | ---------- | ----------------- |  | -- | ---------- |  |  |  | ---------- | 
|Name           |  | Number ofoptionsgranted |           |  | Grant date |  |            | Exerciseprice(A$) |  |    | Expirydate | 
|Greg West      |  |                         | 2,000,000 |  |            |  | 07/17/2017 |                   |  | A$ | 0.196      |  |  |  | 07/16/2022 | 
|David Suhy     |  |                         | 1,500,000 |  |            |  | 07/17/2017 |                   |  | A$ | 0.196      |  |  |  | 07/16/2022 | 
|Cliff Holloway |  |                         | 800,000   |  |            |  | 07/17/2017 |                   |  | A$ | 0.196      |  |  |  | 07/16/2022 | 



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Employment Agreements with Executive Officers

The key provisions of the employment agreements (other than remuneration) are set out below for each of our executive officers. None of these
employment agreements have termination dates.



|                          |  |                            |  |                                     |  |                                                                  
|------------------------- |  | -------------------------- |  | ----------------------------------- |  | -----------------------------------------------------------------
|Name of executive officer |  | Title of executive officer |  | Date employment
agreement commenced |  | Notice period required to
terminate without cause
by either party
|Greg West                 |  | Chief Executive Officer    |  | August 10, 2016                     |  | Six months                                                       
|Cliff Holloway            |  | Chief Business Officer     |  | August 10, 2016                     |  | Three months                                                     
|Bryan Dulhunty            |  | Chief Financial Officer    |  | July 1, 2016                        |  | Three months                                                     
|David Suhy                |  | Chief Scientific Officer   |  | August 28, 2012                     |  | At will                                                          

Consequences of Performance on Shareholder Wealth

The earnings of Benitec and its subsidiaries for the five years ended June 30, 2017 are summarized below:



|                      |  |            |        |   |            |  |        |            |  |  |            |   |  |            |         |   |  |  |        |  
|--------------------- |  | ---------- | ------ | - | ---------- |  | ------ | ---------- |  |  | ---------- | - |  | ---------- | ------- | - |  |  | ------ | -
|                      |  | 2013A$000 |        |   | 2014A$000 |  |        | 2015A$000 |  |  | 2016A$000 |   |  | 2017A$000 |        
|Loss after income tax |  |            | (3,488 | ) |            |  | (7,039 | )          |  |  | (11,509    | ) |  |            | (24,778 | ) |  |  | (5,690 | )

The factors that are considered to affect total shareholders return are summarized below:



|                                           |  |      |       |   |      |  |       |      |  |  |       |   |  |      |        |   |  |  |       |  
|------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | - |  | ---- | ------ | - |  |  | ----- | -
|                                           |  | 2013 |       |   | 2014 |  |       | 2015 |  |  | 2016  |   |  | 2017 |       
|Share price at financial year end (A$)     |  |      | 0.38  |   |      |  | 1.15  |      |  |  | 0.69  |   |  |      | 0.097  |   |  |  | 0.125 |  
|Basic earnings per share (cents per share) |  |      | (8.25 | ) |      |  | (7.78 | )    |  |  | (9.96 | ) |  |      | (17.41 | ) |  |  | (3.24 | )

Additional Disclosures Relating to Key Management Personnel

The number of shares in Benitec held during fiscal 2017 by each director and executive officer, including their personally related parties, is
set out below:



|                |  |                                |           |  |                                |  |   |                    |  |  |                    |  |  |                              |         |   |  |  |           | 
|--------------- |  | ------------------------------ | --------- |  | ------------------------------ |  | - | ------------------ |  |  | ------------------ |  |  | ---------------------------- | ------- | - |  |  | --------- | 
|                |  | Balance atthe start ofthe year |           |  | Received aspart ofremuneration |  |   | Exercise ofoptions |  |  | Disposables/ other |  |  | Balance atthe end ofthe year |        
|Ordinary shares |  |                                |           |  |                                |  |   |                    |  |  |                    |  |  |                              |         |   |  |  |           | 
|Peter Francis   |  |                                | 424,174   |  |                                |  |  |                    |  |  |                   |  |  |                              |        |   |  |  | 424,174   | 
|Kevin Buchi     |  |                                | 861,539   |  |                                |  |  |                    |  |  |                   |  |  |                              |        |   |  |  | 861,539   | 
|John Chiplin    |  |                                | 200,000   |  |                                |  |  |                    |  |  |                   |  |  |                              |        |   |  |  | 200,000   | 
|Iain Ross*      |  |                                | 66,364    |  |                                |  |  |                    |  |  |                   |  |  |                              | (66,364 | ) |  |  |          | 
|                |  |                                |           |  |                                |  |   |                    |  |  |                    |  |  |                              |         |   |  |  |           | 
|                |  |                                |           |  |                               
|                |  |                                | 1,552,077 |  |                                |  |  |                    |  |  |                   |  |  |                              | (66,634 | ) |  |  | 1,485,713 | 
|                |  |                                |           |  |                                |  |   |                    |  |  |                    |  |  |                              |         |   |  |  |           | 



|* | Iain Ross resigned as a director on September 30, 2016.
|- | -------------------------------------------------------



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The number of options over ordinary shares in Benitec held during the financial year ended
June 30, 2017 by each director and other executive officers, including their personally related parties, is set out below:



|                             |  |                                |           |  |         |  |           |           |  |  |                         |  |  |                              |            |   |                       |  |           |                         |  |  |           |  |  |  |   | 
|---------------------------- |  | ------------------------------ | --------- |  | ------- |  | --------- | --------- |  |  | ----------------------- |  |  | ---------------------------- | ---------- | - | --------------------- |  | --------- | ----------------------- |  |  | --------- |  |  |  | - | 
|                             |  | Balance atthe start ofthe year |           |  | Granted |  |           | Exercised |  |  | Expired/forfeited/other |  |  | Balance atthe end ofthe year |            |   | Vested andexercisable |  |           | Vested andunexercisable | 
|Options over ordinary shares |  |                                |           |  |         |  |           |           |  |  |                         |  |  |                              |            |   |                       |  |           |                         |  |  |           |  |  |  |   | 
|Peter Francis*               |  |                                | 3,000,000 |  |         |  |          |           |  |  |                        |  |  |                              | (1,600,000 | ) |                       |  | 1,400,000 |                         |  |  | 933,334   |  |  |  |  | 
|Kevin Buchi*                 |  |                                | 1,240,000 |  |         |  |          |           |  |  |                        |  |  |                              |           |   |                       |  | 1,240,000 |                         |  |  | 960,000   |  |  |  |  | 
|John Chiplin*                |  |                                | 1,240,000 |  |         |  |          |           |  |  |                        |  |  |                              | (400,000   | ) |                       |  | 840,000   |                         |  |  | 560,000   |  |  |  |  | 
|Greg West**                  |  |                                | 1,000,000 |  |         |  | 2,200,000 |           |  |  |                        |  |  |                              | (120,000   | ) |                       |  | 3,080,000 |                         |  |  | 880,000   |  |  |  |  | 
|David Suhy**                 |  |                                | 1,200,000 |  |         |  |          |           |  |  |                        |  |  |                              |           |   |                       |  | 1,200,000 |                         |  |  | 1,200,000 |  |  |  |  | 
|Iain Ross***                 |  |                                | 1,240,000 |  |         |  |          |           |  |  |                        |  |  |                              | (1,240,000 | ) |                       |  |          |                         |  |  |          |  |  |  |  | 
|                             |  |                                |           |  |         |  |           |           |  |  |                         |  |  |                              |            |   |                       |  |           |                         |  |  |           |  |  |  |   | 
|                             |  |                                |           |  |         |  |          
|                             |  |                                | 8,920,000 |  |         |  | 2,200,000 |           |  |  |                        |  |  |                              | (3,360,000 | ) |                       |  | 7,760,000 |                         |  |  | 4,533,334 |  |  |  |  | 
|                             |  |                                |           |  |         |  |           |           |  |  |                         |  |  |                              |            |   |                       |  |           |                         |  |  |           |  |  |  |   | 



|* | Non-Executive Directors options.
|- | --------------------------------

|** | Employee Share Option Plan options.
|-- | -----------------------------------

|*** | Iain Ross resigned as a director on September 30, 2016.
|--- | -------------------------------------------------------

Employee Share Option Plan

We had an employee share option plan that was approved by our shareholders in November 2009 and was in effect until November 2014. Our
shareholders approved a new Officers and Employees Option Plan at our 2015 Annual General Meeting in November 2015.

The
following employee options to purchase ordinary shares of Benitec Biopharma Limited were outstanding as at the date of this Annual Report:



|                     |  |                   |  |                                            |        |  |              |  |            | 
|-------------------- |  | ----------------- |  | ------------------------------------------ | ------ |  | ------------ |  | ---------- | 
|                     |  |                   |  | Share options outstanding at June 30, 2017 |       
|                     |  |                   |  | Exercise                                   |        |  | Number       | 
|Grant date           |  | Expiry date       |  | price                                      |        |  | under option | 
|November 16, 2012 ** |  | November 16, 2017 |  | $                                          | 1.25   |  |              |  | 400,000    | 
|November 10, 2013 *  |  | May 18, 2018      |  | $                                          | 0.62   |  |              |  | 400,000    | 
|August 22, 2013 **   |  | August 22, 2018   |  | $                                          | 1.25   |  |              |  | 480,000    | 
|May 15, 2014 **      |  | May 15, 2019      |  | $                                          | 1.50   |  |              |  | 180,000    | 
|December 17, 2014 ** |  | December 17, 2019 |  | $                                          | 1.25   |  |              |  | 2,334,000  | 
|May 6, 2015 **       |  | May 6, 2020       |  | $                                          | 1.25   |  |              |  | 650,000    | 
|November 12, 2015*   |  | November 12, 2020 |  | $                                          | 0.77   |  |              |  | 3,080,000  | 
|August 9, 2016**     |  | August 9, 2021    |  | $                                          | 0.1665 |  |              |  | 2,200,000  | 
|August 17, 2017**    |  | August 16, 2022   |  | $                                          | 0.196  |  |              |  | 9,450,000  | 
|                     |  |                   |  |                                            |        |  |              |  |            | 
|                     |  |                   |  |                                            |        |  |              |  | 19,174,000 | 
|                     |  |                   |  |                                            |        |  |              |  |            | 



|* | Non-Executive Directors options.
|- | --------------------------------

|** | Employee Share Option Plan options.
|-- | -----------------------------------

No employee options were exercised during fiscal 2017.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.



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|C. | Board Practices.
|-- | ----------------

Board of Directors

Our board of directors currently consists of five members. Our directors are elected at each annual general meeting of our shareholders and
serve until their successors are elected or appointed, unless their office is earlier vacated. We believe that each of our directors has relevant industry experience. The membership of our board of directors is directed by the following
requirements:



| |  |  | our Constitution specifies that there must be a minimum of three directors and a maximum of 10, and our board of directors may determine the number of directors within those limits;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | as set forth in our Board Charter, the membership of the board of directors should consist of a majority of independent directors who satisfy the criteria recommended by the ASX Corporate Governance Principles and
Recommendations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Chairman of our Board should be an independent director who satisfies the criteria for independence recommended by the ASX Corporate Governance Principles and Recommendations; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our board of directors should, collectively, have the appropriate level of personal qualities, skills, experience, and time commitment to properly fulfill its responsibilities or have ready access to such skills where
they are not available.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our board of directors has delegated responsibility for the conduct of our businesses to the Chief
Executive Officer, but remains responsible for overseeing the performance of management. Our board of directors has established delegated limits of authority, which define the matters that are delegated to management and those that require board of
directors approval. Under the Corporations Act, at least two of our directors must be resident Australians. None of our directors have any service contracts with Benitec that provide for benefits upon termination of employment.

Committees

To assist our board of
directors with the effective discharge of its duties, it has established a Remuneration and Nomination Committee and an Audit and Risk Committee, which committees operate under a specific charter approved by our board of directors.

Remuneration and Nomination Committee. The members of our Remuneration and Nomination Committee are Peter Francis, Kevin Buchi
and John Chiplin. Dr. John Chiplin acts as chairman of the committee. The committees role involves:



| |  |  | identifying, evaluating and recommending qualified nominees to serve on our board of directors;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | developing and overseeing our internal corporate governance processes;
| | - |  | ----------------------------------------------------------------------



| |  |  | maintaining a management succession plan;
| | - |  | -----------------------------------------



| |  |  | evaluating, adopting and administering our compensation plans and similar programs advisable for us, as well as modifying or terminating existing plans and programs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing policies with respect to equity compensation arrangements; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | overseeing, reviewing and reporting on various remuneration matters to our board of directors.
| | - |  | ----------------------------------------------------------------------------------------------



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Audit and Risk Committee. The members of our Audit and Risk Committee are Megan
Boston and Kevin Buchi. Our board of directors has determined that each of them meets the criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of
1934 and the applicable rules of The NASDAQ Capital Market and Rule 10A-3(b)(1)(iv)(2) under the Exchange Act. In March 2017 Benitec elected to follow home country practice in compliance with Australian law
and ASX rules with respect to the NASDAQ rule that requires a company to maintain an audit committee of at least three members. As a result, Benitec is required to maintain an audit committee of at least two members, each of whom is independent
under relevant rules of NASDAQ and the SEC. See Item 16D. Exemptions from the Listing Standards for Audit Committees.

Each
member of our audit committee meets the financial literacy requirements of the listing standards of The NASDAQ Capital Market. Megan Boston acts as the chairman of the audit committee and our board of directors has determined that Megan Boston is an
audit committee financial expert, as defined by Item 407(d) of Regulation S-K under the Securities Act.

The principal duties and responsibilities of our audit committee include:



| |  |  | overseeing and reporting on various auditing and accounting matters to our board of directors, including the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent
accountants, the performance of our independent accountants and our accounting practices;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | overseeing and reporting on various risk management matters to our board of directors.
| | - |  | --------------------------------------------------------------------------------------



| |  |  | considering and approving or disapproving all related-party transactions;
| | - |  | -------------------------------------------------------------------------



| |  |  | reviewing our annual and semi-annual financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible
non-audit services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | evaluating the performance of our independent registered public accounting firm and deciding whether to retain their services; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Code of Conduct

We have established a
Code of Conduct, which sets out the standards of behavior that apply to every aspect of our dealings and relationships, both within and outside Benitec. The following standards of behavior apply to all directors, executive officers and employees of
Benitec:



| |  |  | comply with all laws that govern us and our operations;
| | - |  | -------------------------------------------------------



| |  |  | act honestly and with integrity and fairness in all dealings with others and each other;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | avoid or manage conflicts of interest;
| | - |  | --------------------------------------



| |  |  | use our assets responsibly and in the best interests of Benitec; and
| | - |  | --------------------------------------------------------------------



| |  |  | be responsible and accountable for our actions.
| | - |  | -----------------------------------------------

The Code of Conduct is available on our
website at www.benitec.com.



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|D. | Employees.
|-- | ----------

As of June 30, 2017, we had 18 full-time
employees, 12 of whom have a PhD or other post-graduate degrees. Of these full-time employees, 14 are engaged in research and development activities and 4 are engaged in finance, legal, human resources, facilities and general management. Our
employees are located in Sydney, Australia and at our scientific laboratories located in Hayward, California. None of our employees is represented by any labor union.



|E. | Share Ownership.
|-- | ----------------

The following table and accompany footnotes set
forth information regarding the beneficial ownership of our ordinary shares based on 205,142,734 ordinary shares outstanding as of June 30, 2017 by each of our directors and executive officers individually and as a group.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power of that security, including options that are exercisable within 60 days of June 30, 2017. Information with respect to beneficial ownership has been furnished to us by each
director, executive officer, or 5% or more shareholder, as the case may be. Ordinary shares subject to options currently exercisable or exercisable within 60 days of June 30, 2017 are deemed to be outstanding for computing the percentage
ownership of the person holding these options and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.

Unless otherwise indicated, to our knowledge each shareholder possesses sole voting and investment power over the ordinary shares listed
subject to community property laws, where applicable. None of our shareholders has different voting rights from other shareholders. Unless otherwise indicated, the address for each of the persons listed in the table below is Benitec Biopharma
Limited, 99 Mount Street, Suite 1201, North Sydney, New South Wales, 2060 Australia.



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|                                              |  |                                      |           |  |            |  |   |        |  |  |           | 
|--------------------------------------------- |  | ------------------------------------ | --------- |  | ---------- |  | - | ------ |  |  | --------- | 
|                                              |  | Ordinary SharesBeneficially Owned*** |           |  | Options*** | 
|Shareholder                                   |  | Number                               |           |  | Percent    |  |   | Number | 
|Officers and Directors                        |  |                                      |           |  |            |  |   |        |  |  |           | 
|Peter Francis                                 |  |                                      | 424,174   |  |            |  |   | *      |  |  | 933,334   | 
|Greg West                                     |  |                                      |          |  |            |  |   | *      |  |  | 880,000   | 
|David Suhy                                    |  |                                      |          |  |            |  |   | *      |  |  | 1,200,000 | 
|John Chiplin                                  |  |                                      | 200,000   |  |            |  |   | *      |  |  | 560,000   | 
|Kevin Buchi                                   |  |                                      | 861,539   |  |            |  |   | *      |  |  | 960,000   | 
|Jerel Banks                                   |  |                                      |          |  |            |  |  |        |  |  |          | 
|Megan Boston                                  |  |                                      |          |  |            |  |  |        |  |  |          | 
|Cliff Holloway                                |  |                                      |          |  |            |  |  |        |  |  |          | 
|Iain Ross**                                   |  |                                      |          |  |            |  |   | *      |  |  |          | 
|                                              |  |                                      |           |  |            |  |   |        |  |  |           | 
|Officers and directors as a group (9 persons) |  |                                      | 1,485,713 |  |            |  |   | *      |  |  | 4,533,334 | 
|                                              |  |                                      |           |  |            |  |   |        |  |  |           | 



|* | Represents beneficial ownership of less than 1% of the outstanding ordinary shares of Benitec.
|- | ----------------------------------------------------------------------------------------------

|** | No longer a director since October 1, 2016.
|-- | -------------------------------------------

|*** | Table includes shares and options which vested or vest within 60 days of June 30, 2017.
|--- | ---------------------------------------------------------------------------------------



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Item 7. Major Shareholders and Related Party Transactions



|A. | Major Shareholders.
|-- | -------------------

The following table presents certain
information regarding the beneficial ownership of our ordinary shares based on 205,142,734 ordinary shares outstanding as of June 30, 2017 by each person known by us to be the beneficial owner of more than 5% of our ordinary shares.



|                  |  |                                  |            |  |         |  |       |  
|----------------- |  | -------------------------------- | ---------- |  | ------- |  | ----- | -
|                  |  | Ordinary SharesBeneficiallyOwned |           
|Shareholder       |  | Number                           |            |  | Percent | 
|5% Shareholders   |  |                                  |            |  |         |  |       |  
|Nant Capital, LLC |  |                                  | 58,611,638 |  |         |  | 28.57 | %

Based on information known to us, as of August 31, 2017, we had 16 shareholders with registered addresses
in the United States who held an aggregate of 62,487,004 of our outstanding ordinary shares, or approximately 30.48% of our outstanding ordinary shares. In addition, 35,786,160 of our outstanding ordinary shares are held in the form of ADSs
representing 17.44% of our outstanding ordinary shares. A large number of our ordinary shares are held by nominee companies so we cannot be certain of the identity of those beneficial owners.

To our knowledge, there have not been any significant changes in the ownership of our ordinary shares by major shareholders over the past
three years, except as follows (which is based upon substantial shareholder notices filed with the ASX):



| |  |  | In October 2016, Nant Capital, LLCacquired 29,305,819 ordinary shares, or 16.7% interest of our total post-issuance voting power, in connection with a private placement. Nant Capital, LLC increased its
shareholding to 28.57% of our total post-issuance voting power in March 2017 through a private placement, for an aggregate holding of 58,611,638 ordinary shares.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As a result of dilution from private placements in October 2016 and March 2017, Dr. Christopher Bremner ceased to be a substantial holder. As at June 30, 2016, Dr. Christopher Bremner held 8,133,547
ordinary shares, or approximately 5.5% of our total voting power as of that date.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sabby Management, LLC increased its interest by 1.2%, from 7.54% in August 2015 to 8.67% of the total voting power as at December 31, 2015. Sabby Management, LLC beneficially owned an aggregate of 12,697,331
ordinary shares as of December 31, 2015, up from 11,000,000 aggregate ordinary shares acquired in August 2015 in connection with our initial public offering in the United States. Sabby Management, LLC controls the Sabby Healthcare Master Fund
and the Sabby Volatility Warrant Master Fund, which beneficially owned 10,781,061 and 1,916,270 ordinary shares, respectively, as of December 31, 2015. Hal Mintz is the Manager of Sabby Management, LLC. In April 2016, Sabby Management, LLC
reported that in March 2016 it sold 5,345,860 ordinary shares and, as at June 30, 2016, beneficially held an aggregate of 7,351,471 ordinary shares, or 5.02% of the total voting power. On January 12, 2017, Sabby Management, LLC reported
that it ceased to be a substantial holder as at December 31, 2016 as a result of new ordinary shares we issued as part of a capital raising in October 2016.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | RA Capital Management, LLC, or RA Capital, and its associates became a substantial shareholder on February 28, 2014, when it reported that it held 7,009,345 ordinary shares, or 7.0%, of the total voting power as of
that date. Between April 2014 and July 2015, RA Capital acquired an aggregate of 7,009,346 ordinary shares for A$7,500,000 and sold an aggregate of 3,589,366 ordinary shares for A$3,602,867. On July 1, 2015, RA Capital reported that it held
10,429,325 ordinary shares, or 9.00% of the total voting power, as of that date. In August 2015, RA Capital reported that it sold 5,454,582 ordinary shares and ceased to own more than 5% of Benitecs ordinary shares.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Dalit Pty Ltd, or Dalit, became a substantial shareholder on July 23, 2013, when it reported that it held 4,545,455 ordinary shares, or 6.17%, of the total voting power as of that date. As a result of a capital
raising in February 2014, it ceased to be a substantial shareholder. Dalit reported in October 2016 that it ceased to be a substantial holder due to dilution from the issuance of new ordinary shares in capital raisings.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Related Party Transactions.
|-- | ---------------------------

Other than as disclosed below, since
July 1, 2014, we did not enter into any transactions or loans with any: (i) enterprises that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with us; (ii) associates;
(iii) individuals owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, and close members of any such individuals family; (iv) executive officers and close members of such
individuals families; or (v) enterprises in which a substantial interest in our voting power is owned, directly or indirectly, by any person described in (iii) or (iv) or over which such person is able to exercise significant
influence.

Nant Capital, LLC



| |  |  | In October 2016, we entered into a strategic relationship with Nant Capital. As part of that strategic relationship, we issued Nant Capital a total of 58,611,638 of our ordinary shares for a combined total consideration
of A$8.1 million in private placements in October 2016 and March 2017, resulting in Nant Capital holding 28.57% of our ordinary shares. Nant Capital is entitled to appoint, and has appointed, a director to Benitecs board of directors.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In December 2016, we entered into an exclusive sublicense agreement with NantWorks, LLC, an affiliate of Nant Capital,
pursuant to which we acquired rights to intellectual property, including preclinical and clinical data, relating to a product candidate, now named BB-401, for the treatment of HNSCC. We are required to make
periodic, milestone and royalty payments to Nant Capital pursuant to the exclusive sublicense agreement in connection with the development and sale of BB-401. In fiscal 2017, we made royalty payments to Nant
Capital of A$79,449, and in August 2017 we made patent expense reimbursements of A$44,486.

In January 2017, we entered into a research
collaboration agreement with Nant Capital pursuant to which we will manage the clinical development of BB-401, a recombinant DNA construct that produces an antisense RNA with specificity against EGFR for the
treatment of HNSCC. The research collaboration agreement with Nant Capital allocates the A$5.4 million received from Nant Capital in the March 2017 private placement to the development of BB-401 and BB-501. Nant Capital will have a controlling vote on the joint steering committee that directs and oversees such development of BB-401 and
BB-501 until those funds have been expended.

Other Related Parties



| |  |  | Legal services at normal commercial rates totaling A$191,050 for fiscal 2017, A$116,540 for fiscal 2016, A$143,684 for fiscal 2015 and A$108,913 for fiscal 2014 were provided by Francis Abourizk Lightowlers, a law firm
in which Mr. Peter Francis is a partner and has a beneficial interest. In addition, Benitec temporarily rented office space in Melbourne from Francis Abourizk Lightowlers and the associated rental cost was A$11,102 during fiscal 2016.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consultancy fees were paid for services totaling A$32,133 for fiscal 2017, A$165,983 for fiscal 2016, A$118,013 for fiscal 2015 and A$40,000 for fiscal 2014 provided by NewStar Ventures Ltd, a corporation in which
Dr. John Chiplin and Cliff Holloway are directors and have beneficial interests.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Annabel West, the wife of Greg West, our Chief Executive Officer, was employed by us as a part-time clerical and administrative assistant. Annabel West was paid wages of A$39,691, A$47,722, and A$53,783, respectively,
for fiscal 2017, fiscal 2016 and fiscal 2015.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | While Dr. Cliff Holloway was appointed our Chief Business and Operating Officer in August 2016, his wife, Sakura Holloway, was our Intellectual Property Counsel from May 2014 to October 2016. During the period
August 2016 to October 2016 when Cliff was employed, Sakura was paid wages of A$92,500.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transactions between related
parties are on normal commercial terms and the conditions no more favorable than those available to other non-related parties.



|C. | Interests of Experts and Counsel.
|-- | ---------------------------------

Not applicable.

Item 8. Financial Information



|A. | Consolidated Statements and Other Financial Information.
|-- | --------------------------------------------------------

Our
financial statements are included in Item 18 Financial Statements.

Legal Proceedings

We are not currently a party to any material legal proceedings. From time to time, we may be subject to various legal proceedings and claims
that arise in the ordinary course of our business activities. Although the results of litigation and claims cannot be predicted with certainty, any such future litigation could have an adverse impact on us because of defense and settlement costs,
diversion of management resources and other factors.

Dividends

We have never declared or paid cash dividends on our ordinary shares. For the foreseeable future, we currently intend to retain all available
funds and any future earnings to support our operations and to finance the growth and development of our business. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to compliance
with applicable laws and covenants under current or future credit facilities, which may restrict or limit our ability to pay dividends, and will depend on our financial condition, operating results, capital requirements, general business conditions
and other factors that our board of directors may deem relevant. We do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. Should we determine to pay dividends in the future, all dividends unclaimed for one
year after having been declared may be invested or otherwise made use of by our board of directors for our benefit until claimed or otherwise disposed of in accordance with our Constitution.



|B. | Significant Changes.
|-- | --------------------

There were no events that have arisen
subsequent to June 30, 2017 and prior to the signing of this Annual Report that would likely have a material impact on the financial results presented.



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Item 9. The Offer and Listing.



|A. | Listing Details.
|-- | ----------------

The NASDAQ Capital Market

Since August 18, 2015, our ordinary shares in the form of ADSs and Warrants have been trading on The NASDAQ Capital Market under the
symbols BNTC and BNTCW, respectively. The following table sets forth the high and low sales for our ADSs and Warrants for the periods indicated as reported on The NASDAQ Capital Market, rounded to the nearest cent:



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|                                               |  |          |      |  |         |   |      | 
|---------------------------------------------- |  | -------- | ---- |  | ------- | - | ---- | 
|                                               |  | US$ High |      |  | US$ Low |  
|ADSs                                           |  |          |      |  |         |   |      | 
|Fiscal Year Ended                              |  |          |      |  |         |   |      | 
|June 30, 2017                                  |  | $        | 5.48 |  |         | $ | 1.20 | 
|June 30, 2016                                  |  | $        | 9.00 |  |         | $ | 1.22 | 
|Fiscal Year Ending June 30, 2018               |  |          |      |  |         |   |      | 
|First Quarter 2018 (ended September 30, 2017)  |  | $        | 2.38 |  |         | $ | 1.85 | 
|Second Quarter 2018 (through October 16, 2017) |  | $        | 3.45 |  |         | $ | 2.07 | 
|Fiscal Year Ended June 30, 2017                |  |          |      |  |         |   |      | 
|First Quarter 2017 (ended September 30, 2016)  |  | $        | 2.06 |  |         | $ | 1.20 | 
|Second Quarter 2017 (ended December 31, 2016)  |  | $        | 1.86 |  |         | $ | 1.30 | 
|Third Quarter 2017 (ended March 31, 2017)      |  | $        | 4.44 |  |         | $ | 1.39 | 
|Fourth Quarter 2017 (ended June 30, 2017)      |  | $        | 5.48 |  |         | $ | 1.85 | 
|Fiscal Year Ended June 30, 2016                |  |          |      |  |         |   |      | 
|First Quarter 2016 (ended September 30, 2015)  |  | $        | 9.00 |  |         | $ | 6.00 | 
|Second Quarter 2016 (ended December 31, 2015)  |  | $        | 7.30 |  |         | $ | 3.95 | 
|Third Quarter 2016 (ended March 31, 2016)      |  | $        | 4.34 |  |         | $ | 1.22 | 
|Fourth Quarter 2016 (ended June 30, 2016)      |  | $        | 1.90 |  |         | $ | 1.22 | 
|Month Ended                                    |  |          |      |  |         |   |      | 
|August 2017                                    |  | $        | 2.35 |  |         | $ | 1.88 | 
|July 2017                                      |  | $        | 2.38 |  |         | $ | 1.85 | 
|June 2017                                      |  | $        | 2.56 |  |         | $ | 1.85 | 
|May 2017                                       |  | $        | 3.16 |  |         | $ | 2.16 | 
|April 2017                                     |  | $        | 5.48 |  |         | $ | 2.42 | 
|March 2017                                     |  | $        | 3.05 |  |         | $ | 2.24 | 
|                                               |  |         
|Warrants                                       |  |          |      |  |         |   |      | 
|Fiscal Year Ended                              |  |          |      |  |         |   |      | 
|June 30, 2017                                  |  | $        | 1.09 |  |         | $ | 0.03 | 
|June 30, 2016                                  |  | $        | 3.99 |  |         | $ | 0.31 | 
|Fiscal Year Ending June 30, 2018               |  |          |      |  |         |   |      | 
|First Quarter 2018 (ended September 30, 2017)  |  | $        | 0.39 |  |         | $ | 0.30 | 
|Second Quarter 2018 (through October 16, 2017) |  | $        | 0.37 |  |         | $ | 0.11 | 
|Fiscal Year Ended June 30, 2017                |  |          |      |  |         |   |      | 
|First Quarter 2017 (ended September 30, 2016)  |  | $        | 0.82 |  |         | $ | 0.24 | 
|Second Quarter 2017 (ended December 31, 2016)  |  | $        | 0.66 |  |         | $ | 0.03 | 
|Third Quarter 2017 (ended March 31, 2017)      |  | $        | 1.09 |  |         | $ | 0.06 | 
|Fourth Quarter 2017 (through June 30, 2017)    |  | $        | 0.58 |  |         | $ | 0.30 | 
|Fiscal Year Ended June 30, 2016                |  |          |      |  |         |   |      | 
|First Quarter 2016 (ended September 30, 2015)  |  | $        | 3.99 |  |         | $ | 2.01 | 
|Second Quarter 2016 (ended December 31, 2015)  |  | $        | 3.50 |  |         | $ | .75  | 
|Third Quarter 2016 (ended March 31, 2016)      |  | $        | 2.50 |  |         | $ | 0.31 | 
|Fourth Quarter 2016 (through June 30, 2016)    |  | $        | 1.00 |  |         | $ | 0.40 | 
|Month Ended                                    |  |          |      |  |         |   |      | 
|August 2017                                    |  | $        | 0.39 |  |         | $ | 0.37 | 



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|           |  |          |      |  |         |   |      | 
|---------- |  | -------- | ---- |  | ------- | - | ---- | 
|           |  | US$ High |      |  | US$ Low |  
|July 2017  |  | $        | 0.39 |  |         | $ | 0.35 | 
|June 2017  |  | $        | 0.35 |  |         | $ | 0.34 | 
|May 2017   |  | $        | 0.50 |  |         | $ | 0.30 | 
|April 2017 |  | $        | 0.58 |  |         | $ | 0.30 | 
|March 2017 |  | $        | 0.51 |  |         | $ | 0.27 | 

Australian Securities Exchange

Our ordinary shares have been trading on the ASX since 1997. The following table presents, for the periods indicated, the high and low market
prices for our ordinary shares reported on the ASX, under the symbol BLT. All prices are in Australian dollars and rounded to the nearest cent.



|                                          |  |      |      |  |     |  |      | 
|----------------------------------------- |  | ---- | ---- |  | --- |  | ---- | 
|                                          |  | High |      |  | Low | 
|                                          |  | A$   |      |  | A$  | 
|Annual:                                   |  |      |      |  |     |  |      | 
|Fiscal year ended June 30,                |  |      |      |  |     |  |      | 
|2017                                      |  |      | 0.28 |  |     |  | 0.09 | 
|2016                                      |  |      | 1.00 |  |     |  | 0.09 | 
|2015                                      |  |      | 1.32 |  |     |  | 0.52 | 
|2014                                      |  |      | 2.38 |  |     |  | 0.28 | 
|2013                                      |  |      | 0.53 |  |     |  | 0.28 | 
|                                          |  |     
|Quarterly:                                |  |      |      |  |     |  |      | 
|Fiscal year ending June 30, 2018          |  |      |      |  |     |  |      | 
|Second quarter (through October 16, 2017) |  |      | 0.19 |  |     |  | 0.14 | 
|First quarter                             |  |      | 0.16 |  |     |  | 0.12 | 
|Fiscal year ended June 30, 2017           |  |      |      |  |     |  |      | 
|First quarter                             |  |      | 0.16 |  |     |  | 0.09 | 
|Second quarter                            |  |      | 0.13 |  |     |  | 0.09 | 
|Third quarter                             |  |      | 0.21 |  |     |  | 0.11 | 
|Fourth quarter                            |  |      | 0.28 |  |     |  | 0.12 | 
|Fiscal year ended June 30, 2016           |  |      |      |  |     |  |      | 
|First quarter                             |  |      | 0.96 |  |     |  | 0.69 | 
|Second quarter                            |  |      | 0.56 |  |     |  | 0.27 | 
|Third quarter                             |  |      | 0.33 |  |     |  | 0.12 | 
|Fourth quarter                            |  |      | 0.13 |  |     |  | 0.09 | 
|                                          |  |     
|Most Recent Six Months:                   |  |      |      |  |     |  |      | 
|March 2017                                |  |      | 0.20 |  |     |  | 0.15 | 
|April 2017                                |  |      | 0.28 |  |     |  | 0.18 | 
|May 2017                                  |  |      | 0.19 |  |     |  | 0.15 | 
|June 2016                                 |  |      | 0.15 |  |     |  | 0.12 | 
|July 2017                                 |  |      | 0.16 |  |     |  | 0.12 | 
|August 2017                               |  |      | 0.16 |  |     |  | 0.12 | 



|B. | Plan of Distribution.
|-- | ---------------------

Not applicable.



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|C. | Markets.
|-- | --------

On August 18, 2015 our ADSs and Warrants were listed
on The NASDAQ Capital Market under the ticker symbols BNTC and BNTCW, respectively. Prior to our initial public offering in the United States, we did not list our ADSs on any other stock exchange.



|D. | Selling Shareholders.
|-- | ---------------------

Not applicable.



|E. | Dilution.
|-- | ---------

Not applicable.

Item 10. Additional Information.



|A. | Share capital.
|-- | --------------

Not applicable.



|B. | Memorandum and Articles of Association.
|-- | ---------------------------------------

Our Constitution is
similar in nature to the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives or purposes of Benitec. Our Constitution is subject to the terms of the ASX Listing Rules and the Corporations Act. It may be amended
or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

Under Australian law, a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions
of our Constitution are summarized below. This summary is not intended to be complete nor to constitute a definitive statement of the rights and liabilities of our shareholders, and is qualified in its entirety by reference to the complete text of
our Constitution, a copy of which is on file with the Securities and Exchange Commission.

Interested Directors

A director may not vote in respect of any contract or arrangement in which the director has, directly or indirectly, any material interest
according to our Constitution. Such director must not be counted in a quorum, must not vote on the matter and must not be present at the meeting while the matter is being considered. However, that director may execute or otherwise act in respect of
that contract or arrangement notwithstanding any material personal interest.

Unless a relevant exception applies, the Corporations Act
requires our directors to provide disclosure of certain interests or conflicts of interests and prohibits directors from voting on matters in which they have a material personal interest and from being present at the meeting while the matter is
being considered. In addition, the Corporations Act and the ASX Listing Rules require shareholder approval of any provision of related party benefits to our directors.

Directors compensation

Our directors are paid remuneration for their services as directors (but excluding any remuneration payable to a director under any executive
services contract with us or one of our related bodies corporate) which is determined in a general meeting of shareholders. The aggregate, fixed sum for directors remuneration is to be divided among the directors in such proportion as the
directors themselves agree and in accordance with our Constitution. The fixed sum remuneration for directors may not be increased except at a general meeting of shareholders and the particulars of the proposed increase are required to have been
provided to shareholders in the notice convening the meeting. In addition, executive directors may be paid remuneration as employees of Benitec.



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Fees payable to our non-executive directors must be by
way of a fixed sum and not by way of a commission on or a percentage of profits or operating revenue. Remuneration paid to our executive directors must also not include a commission or percentage of operating revenue.

Pursuant to our Constitution, any director who performs services that in the opinion of our board of directors, are outside the scope of the
ordinary duties of a director may be paid extra remuneration, which is determined by our board of directors.

In addition to other
remuneration provided in our Constitution, all of our directors are entitled to be paid by us for reasonable travel accommodation and other expenses incurred by the directors in attending general meetings, board meetings, committee meetings or
otherwise in connection with our business.

In addition, in accordance with our Constitution, a director may be paid a retirement benefit
as determined by our board of directors subject to the limits set out in the Corporations Act and the ASX Listing Rules which broadly restrict our ability to pay our officers a termination benefit in the event of a change of control of the Company
or our subsidiaries as well as impose requirements for shareholder approval to be obtained to pay certain retirement benefits to our officers.

Borrowing powers exercisable by Directors

Pursuant to our Constitution, the management and control of our business affairs are vested in our board of directors. Our board of directors
has the power to raise or borrow money, and charge any of our property or business or any uncalled capital, and may issue debentures or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in
the manner and on terms it deems fit.

Retirement of Directors

Pursuant to our Constitution and the ASX Listing Rules, one-third of our directors, other than the
managing director, must retire from office at every annual general meeting. If the number of directors is not a multiple of three, then the number nearest, to but not exceeding, one-third must retire from
office. The directors who retire in this manner are required to be the directors or director longest in office since last being elected. A director, other than the director who is the Chief Executive Officer, must retire from office at the
conclusion of the third annual general meeting after which the director was elected. Retired directors are eligible for a re-election to the board of directors unless disqualified from acting as a director
under the Corporations Act or our Constitution.

Rights and restrictions on classes of shares

The rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that our directors may issue shares
with preferred, deferred or other special rights, whether in relation to dividends, voting, return of share capital, or otherwise as our board of directors may determine. Subject to any approval which is required from our shareholders under the
Corporations Act and the ASX Listing Rules (see Exemptions from Certain NASDAQ Corporate Governance Rules and Change of Control), any rights and restrictions attached to a class of shares, we may issue further
shares on such terms and conditions as our board of directors resolve. Currently, our outstanding share capital consists of only one class of ordinary shares.

Dividend rights

Our board of directors may from time to time determine to pay dividends to shareholders. All dividends unclaimed for one year after having been
declared may be invested or otherwise made use of by our board of directors for our benefit until claimed or otherwise disposed of in accordance with our Constitution.



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Voting rights

Under our Constitution, and subject to any voting exclusions imposed under the ASX Listing Rules (which typically exclude parties from voting
on resolutions in which they have an interest), the rights and restrictions attaching to a class of shares, each shareholder has one vote on a show of hands at a meeting of the shareholders unless a poll is demanded under the Constitution or the
Corporations Act. On a poll vote, each shareholder shall have one vote for each fully paid share and a fractional vote for each share held by that shareholder that is not fully paid, such fraction being equivalent to the proportion of the amount
that has been paid to such date on that share. Shareholders may vote in person or by proxy, attorney or representative. Under Australian law, shareholders of a public company are not permitted to approve corporate matters by written consent. Our
Constitution does not provide for cumulative voting.

Note that ADS holders may not directly vote at a meeting of the shareholders but may
instruct the depositary to vote the number of deposited ordinary shares their ADSs represent.

Right to share in our profits

Pursuant to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. Our board
of directors may from time to time determine to pay dividends to the shareholders; however, no dividend is payable except in accordance with the thresholds set out in the Corporations Act.

Rights to share in the surplus in the event of liquidation

Our Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation, subject to the rights
attaching to a class of shares.

No redemption provision for ordinary shares

There are no redemption provisions in our Constitution in relation to ordinary shares. Under our Constitution, any preference shares may be
issued on the terms that they are, or may at our option be, liable to be redeemed.

Variation or cancellation of share rights

Subject to the terms of issue of shares of that class, the rights attached to shares in a class of shares may only be varied or
cancelled by a special resolution of Benitec, together with either:



| |  |  | a special resolution passed by members holding shares in the class; or
| | - |  | ----------------------------------------------------------------------



| |  |  | the written consent of members with at least 75% of the shares in the class.
| | - |  | ----------------------------------------------------------------------------

Directors
may make calls

Our Constitution provides that subject to the terms on which the shares have been issued directors may make calls
on a shareholder for amounts unpaid on shares held by that shareholder, other than monies payable at fixed times under the conditions of allotment. Shares represented by the ADSs issued in our initial public offering in the United States were fully
paid and are not subject to calls by directors.

General Meetings of Shareholders

General meetings of shareholders may be called by our board of directors. Except as permitted under the Corporations Act, shareholders may not
convene a meeting. The Corporations Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes that may be cast at a general meeting or at least 100 shareholders who are
entitled to vote at the general meeting. Notice of the proposed meeting of our shareholders is required at least 28 days prior to such meeting under the Corporations Act.



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Foreign Ownership Regulation

There are no limitations on the rights to own securities imposed by our Constitution. However, acquisitions and proposed acquisitions of
securities in Australian companies may be subject to review and approval by the Australian Federal Treasurer under the Foreign Acquisitions and Takeovers Act 1975, or the FATA, which generally applies to acquisitions or proposed acquisitions:



| |  |  | by a foreign person (as defined in the FATA) or associated foreign persons that would result in such persons having an interest in 20% or more of the issued shares of, or control of 20% or more of the voting power in,
an Australian public company; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | by non-associated foreign persons that would result in such foreign persons having an aggregate interest in 40% or more of the issued shares of, or control of 40% or more of the
voting power in, an Australian public company, where the Australian company is valued above the monetary threshold prescribed by FATA.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

However, no such review or approval under the FATA is required if the foreign acquirer is a U.S. entity or an entity from certain other
countries and the value of the target is less than A$1,094 million.

The Australian Federal Treasurer may prevent a proposed
acquisition in the above categories or impose conditions on such acquisition if the Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian
company in contravention of the FATA, the Australian Federal Treasurer may order the divestiture of such persons shares or interest in shares in that Australian company.

Ownership Threshold

There are no
provisions in our Constitution that require a shareholder to disclose ownership above a certain threshold. The Corporations Act, however, requires a shareholder to notify us and the ASX once it, together with its associates, acquires a 5% interest
in our ordinary shares, at which point the shareholder will be considered to be a substantial shareholder. Further, once a shareholder owns a 5% interest in us, such shareholder must notify us and the ASX of any increase or decrease of
1% or more in its holding of our ordinary shares, and must also notify us and the ASX on its ceasing to be a substantial shareholder. As we are now a U.S. public company, our shareholders are also subject to disclosure requirements under
U.S. securities laws.

Issues of Shares and Change in Capital

Subject to our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, we may at any time issue shares and
grant options or warrants on any terms, with preferred, deferred or other special rights and restrictions and for the consideration and other terms that the directors determine.

Subject to the requirements of our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, including relevant
shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital (provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially
prejudice our ability to pay creditors) or buy back our ordinary shares whether under an equal access buy-back or on a selective basis.

Change of Control

Takeovers of listed
Australian public companies, such as Benitec, are regulated by the Corporations Act, which prohibits the acquisition of a relevant interest in issued voting shares in a listed company if the acquisition will lead to that persons or
someone elses voting power in Benitec increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.

Generally, a person will have a relevant interest in securities if the person:



| |  |  | is the holder of the securities;
| | - |  | --------------------------------



| |  |  | has power to exercise, or control the exercise of, a right to vote attached to the securities; or
| | - |  | -------------------------------------------------------------------------------------------------



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| |  |  | has the power to dispose of, or control the exercise of a power to dispose of, the securities, including any indirect or direct power or control.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

If, at a particular time, a person has a relevant interest in issued securities and the person:



| |  |  | has entered or enters into an agreement with another person with respect to the securities;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and
whether or not on the fulfillment of a condition);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

the other person is taken to already have a relevant interest in the securities.

There are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general
terms, some of the more significant exceptions include:



| |  |  | when the acquisition results from the acceptance of an offer under a formal takeover bid;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | when the acquisition is conducted on market by or on behalf of the bidder under a takeover bid, the acquisition occurs during the bid period, the bid is for all the voting shares in a bid class and the bid is
unconditional or only conditioned on prescribed matters set out in the Corporations Act;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | when shareholders of Benitec approve the takeover by resolution passed at general meeting;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in Benitec of at least 19% and, as a result of the acquisition, none of the relevant
persons would have voting power in Benitec more than three percentage points higher than they had six months before the acquisition;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | when the acquisition results from the issue of securities under a rights issue;
| | - |  | -------------------------------------------------------------------------------



| |  |  | when the acquisition results from the issue of securities under dividend reinvestment schemes;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | when the acquisition results from the issue of securities under underwriting arrangements;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | when the acquisition results from the issue of securities through operation of law;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | an acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed financial market or a financial market approved by ASIC;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an acquisition arising from an auction of forfeited shares conducted on-market; or
| | - |  | ----------------------------------------------------------------------------------



| |  |  | an acquisition arising through a compromise, arrangement, liquidation or buy-back.
| | - |  | ----------------------------------------------------------------------------------

Breaches of the takeovers provisions of the Corporations Act are criminal offenses. ASIC and the Australian Takeover Panel have a wide range
of powers relating to breaches of takeover provisions, including the ability to make orders canceling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities. There are certain defenses to
breaches of the takeover provisions provided in the Corporations Act.



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Access to and Inspection of Documents

Inspection of our records is governed by the Corporations Act. Any member of the public has the right to inspect or obtain copies of our
registers on the payment of a prescribed fee. Shareholders are not required to pay a fee for inspection of our registers or minute books of the meetings of shareholders. Other corporate records, including minutes of directors meetings,
financial records and other documents, are not open for inspection by shareholders. Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for
inspection of our books.



|C. | Material Contracts.
|-- | -------------------

Commonwealth Scientific & Industrial Research
Organization (CSIRO) License Agreement

In December 2009, we entered into a commercial license arrangement with CSIRO for
two patent families relating to ddRNAi technology. This worldwide license in the field of human therapeutics is exclusive and irrevocable. In exchange for the license, we issued ordinary shares to CSIRO, and we are required to pay CSIRO
approximately $300,000 in the event of corporate transactions such as a merger, sale, change of control, capital reconstruction or insolvency event relating to Benitec. Under the license agreement, following notice to us and receipt of our comments,
if any, CSIRO has control over prosecution of patent applications and litigation, if any.

In January 2010, the Company reached a
settlement with CSIRO to replace the existing Licence Agreement and Commercial Agreement with a new exclusive Licence Agreement for the use of intellectual property and the Capital Growth Agreement with the issue of ordinary shares. As part of the
settlement, a Transition Agreement was put in place in order to facilitate the change from the old agreements to the new agreement and to deal with a number of other matters. Under the terms of the Transition Agreement, the Company agreed to pay
CSIRO an amount of $297,293 for past patent costs only in the event of a trigger event, being either a corporate transaction or an insolvency event.

4D Molecular Therapeutics, LLC (4DMT) Collaborative Research and License Agreement

In November 2014, we entered into a collaboration research and license agreement with 4DMT to develop a delivery vector for two ddRNAi-based
therapies that we are developing, one for the treatment of wet AMD, which is designated BB-201, and the other potentially for both wet and dry AMD, which is designated
BB-202.

Nant Capital, LLC Strategic Engagement and Scientific Collaboration

In October 2016, we entered into a strategic relationship with Nant Capital. As part of that strategic relationship, pursuant to a share
subscription agreement we issued Nant Capital a total of 58,611,638 of our ordinary shares for a combined total consideration of A$8.1 million in private placements in October 2016 and March 2017, resulting in Nant Capital holding 28.57% of our
ordinary shares. Under the terms of the share subscription agreement, Nant Capital is entitled to appoint, and has appointed, a director to Benitecs board of directors. Upon completion of the initial placement of ordinary shares in October
2016, Jerel A Banks, the Chief Investment Officer of Nant Capital, was appointed to the Board of Directors of Benitec on October 25, 2016.

In December 2016, we entered into an exclusive sublicense agreement with NantWorks, LLC, or NantWorks, an affiliate of Nant Capital, pursuant
to which we acquired rights to intellectual property, including preclinical and clinical data, relating to a product candidate, now named BB-401, for the treatment of HNSCC. The license from NantWorks includes
an exclusive worldwide sublicense to make, use and sell technology using the listed intellectual property for a term of ten years from the date of the first sale of a therapeutic using the intellectual property or the expiration of the last claim of
the licensed patent rights, whichever is sooner. We paid NantWorks an initial licensing fee as well as closing costs in connection with the execution of the exclusive sublicense agreement in the high tens of thousands of dollars in aggregate and
will be required to pay NantWorks maintenance fees in the low to mid tens of thousands of dollars annually, as well as aggregate milestone payments of over $5 million relating to the development of a therapeutic product candidate for the
treatment of HNSCC. We are also required to pay royalties on net sales of any products and services using the licensed intellectual property equal to a low double-digit percentage of such net sales. The initial term of the exclusive sublicense is
the earlier of 10 years after the date of the first commercial sale of licensed technology or the expiration of the relevant patent rights.



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In January 2017, we entered into a research collaboration agreement with Nant Capital pursuant to
which we will manage the clinical development of BB-401. Our research collaboration agreement with Nant Capital requires us to allocate the A$5.4 million received from Nant Capital in connection with the
March 2017 private placement to the development of BB-401 and future product candidates for HNSCC. Under the terms of the research collaboration agreement, Nant Capital will have a controlling vote on the
joint steering committee that directs and oversees such development of BB-401 until those funds have been expended.



|D. | Exchange Controls.
|-- | ------------------

The Australian dollar is convertible into U.S.
dollars at freely floating rates. There are no legal restrictions on the flow of Australian dollars between Australia and the United States. Any remittances of dividends or other payments by Benitec to persons in the United States are not subject to
any exchange controls.



|E. | Taxation.
|-- | ---------

U.S. Taxation

This section describes the material U.S. federal income tax consequences to a U.S. holder of owning ordinary shares or ADSs or Warrants. It
applies only to ordinary shares or ADSs or Warrants that are held as capital assets for tax purposes. This section does not apply to a holder of ordinary shares or ADSs or Warrants that is a member of a special class of holders subject to special
rules, including a dealer in securities, a trader in securities who elects to use a mark-to-market method of accounting for its securities holdings, a tax-exempt organization, a life insurance company, a person liable for alternative minimum tax, a person who actually or constructively owns 10 per cent or more of the voting stock of the company, a person that
holds ordinary shares or ADSs or Warrants as part of a straddle or a hedging or conversion transaction, a person that purchases or sells ordinary shares or ADSs or Warrants as part of a wash sale for tax purposes, or a person whose functional
currency is not the U.S. dollar.

If a partnership holds the ordinary shares or ADSs or Warrants, the U.S. federal income tax treatment of
a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the ordinary shares or ADSs or Warrants should consult its tax adviser with regard to the U.S. federal income
tax treatment of an investment in the ordinary shares or ADSs or Warrants. This section is in part based on the representations of the Depositary and the assumption that each obligation in the deposit agreement and any related agreement will be
performed in accordance with its terms.

In general, for U.S. federal income tax purposes, a holder of ADSs will be treated as the owner
of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares generally will not be subject to U.S. federal income tax.

Distributions

Subject to the passive
foreign investment company rules discussed below, U.S. holders generally will include as dividend income the U.S. dollar value of the gross amount of any distributions of cash or property (without deduction for any withholding tax), other than
certain pro rata distributions of ordinary shares, with respect to ordinary shares to the extent the distributions are made from our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A U.S. holder will
include the dividend income on the day actually or constructively received by the holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. We do not intend to maintain calculations of earnings and profits, as determined for
U.S. federal income tax purposes. Consequently, any distributions generally will be reported as dividend income.

Dividends paid to a non-corporate U.S. holder on shares or ADSs will generally be taxable at the preferential rates applicable to long-term capital gains provided (a) that certain holding period requirements are satisfied,
(b) the U.S.-Australia income tax treaty is a qualified treaty and we are eligible for benefits under the treaty or our ordinary shares or ADSs are readily tradable on a U.S. securities market, and (c) provided that we were not, in the
taxable year prior to the year in which the dividend was paid, and are not, in the taxable year in which the dividend is paid, a PFIC. The Treaty has been approved for the purposes of the qualified dividend rules and the ADSs and Warrants are listed
on NASDAQ. If, as is likely, the Company is currently a PFIC, any dividends paid to a non-corporate U.S. holder will not qualify for the preferential tax rates ordinarily applicable to qualified
dividends. In the case of a corporate U.S. holder, dividends on shares and ADSs are taxed as ordinary income and will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received
from other U.S. corporations.



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The amount of any cash distribution paid in any foreign currency will be equal to the U.S. dollar
value of such currency, calculated by reference to the spot rate in effect on the date such distribution is received by the U.S. holder or, in the case of ADSs, by the Depositary, regardless of whether and when the foreign currency is in fact
converted into U.S. dollars. If the foreign currency is converted into U.S. dollars on the date received, the U.S. holder generally should not recognize foreign currency gain or loss on such conversion. If the foreign currency is not converted into
U.S. dollars on the date received, the U.S. holder will have a basis in the foreign currency equal to its U.S. dollar value on the date received, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal
of such currency. Such foreign currency gain or loss generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes.

Dividends will be income from sources outside the United States, and generally will be passive category income or, for certain
taxpayers, general category income, which are treated separately from each other for the purpose of computing the foreign tax credit allowable to a U.S. holder. In general, a taxpayers ability to use foreign tax credits may be
limited and is dependent on the particular circumstances. U.S. holders should consult their own tax advisers with respect to these matters.

Sale,
Exchange or other Disposition of Ordinary Shares or ADSs or Warrants

Subject to the PFIC rules discussed below, a U.S. holder who
sells or otherwise disposes of ordinary shares or ADSs or Warrants will recognize a capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the holders tax
basis, determined in U.S. dollars, in those ordinary shares or ADSs or Warrants. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than 12 months in the shares or ADSs or Warrants sold. There are limitations on the deductibility of
capital losses.

The U.S. dollar value of any foreign currency received upon a sale or other disposition of ordinary shares or ADSs or
Warrants will be calculated by reference to the spot rate in effect on the date of sale or other disposal (or, in the case of a cash basis or electing accrual basis taxpayer, at the spot rate of exchange on the settlement date). A U.S. holder will
have a tax basis in the foreign currency received equal to that U.S. dollar amount, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal of the foreign currency. This foreign currency gain or loss
generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes. However, if such foreign currency is converted into U.S. dollars on the date received by the U.S. holder, a cash basis or electing accrual
basis U.S. holder should not recognize any gain or loss on such conversion.

Passive Foreign Investment Company

A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if
either:



| | (a) | 75 per cent or more of its gross income for such year is passive income which for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities
transactions and gains from assets that produce passive income (the Income Test); or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | 50 per cent or more of the value of its gross assets (based on an average of the quarterly values of the gross assets) during such year is attributable to assets that produce passive income or are held for the
production of passive income (the Asset Test).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe it is likely the Company qualified as a PFIC for
fiscal 2017 and fiscal 2016. This arose because of the decline in the Companys stock price coupled with the fact that the applicable PFIC rules treat working capital as passive assets for purposes of the PFIC Asset Test. As a consequence, any
gain realized on the sale or other disposition of ordinary shares or ADSs or warrant would in general not be treated as a capital gain. Instead, a U.S. holder would be treated as if it had realized such gain and certain excess
distributions ratably over its holding period for the ordinary shares or ADSs or Warrants and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of
the tax attributable to each such year. In addition, dividends received with respect to ordinary shares or ADSs would not be eligible for the special tax rates applicable to qualified dividend income if the company were a PFIC either in the taxable
year of the distribution or the preceding taxable year, but instead would be taxable under the tax rules described above. Assuming the shares or ADSs are marketable stock, a U.S. holder may mitigate the adverse tax consequences described
above by timely electing to be taxed annually on a mark-to-market basis with respect to such shares or ADSs.



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Holders of PFIC stock are subject to additional U.S. information reporting rules. If a U.S.
holder owns ordinary shares or ADSs or warrants during any year in which we are a PFIC, the U.S. holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a PFIC or Qualified Electing Fund) with
respect to the Company, generally with the U.S. holders federal income tax return for that year.

U.S. holders should consult
their tax advisors with respect to the Companys status as a PFIC, the availability and desirability of a mark-to-market election, and such U.S. holders
information reporting obligations.

Australian Tax Considerations

In this section, we discuss the material Australian income tax, stamp duty and goods and services tax considerations related to the
acquisition, ownership and disposal by the absolute beneficial owners of the ordinary shares, ADSs or Warrants.

It is based upon existing
Australian tax law as of the date of this registration statement, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of
their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax exempt organizations). In addition, this summary does not discuss any foreign
or state tax considerations, other than stamp duty and goods and services tax.

Prospective investors are urged to consult their tax
advisors regarding the Australian and foreign income and other tax considerations of the acquisition, ownership and disposition of the shares or warrants. This summary is based upon the premise that the holder is not an Australian tax resident and
is not carrying on business in Australia through a permanent establishment (referred to as a Non-Australian Shareholder in this summary).

Australian Income Tax

Nature of ADSs for Australian Taxation Purposes

Ordinary shares represented by ADSs held by a U.S. holder will be treated for Australian taxation purposes as held under a bare
trust for such holder. Consequently, the underlying ordinary shares will be regarded as owned by the ADS holder for Australian income tax and capital gains tax purposes. Dividends paid on the underlying ordinary shares will also be treated as
dividends paid to the ADS holder, as the person beneficially entitled to those dividends. Therefore, in the following analysis we discuss the tax consequences to Non-Australian Shareholders which, for
Australian taxation purposes, will be the same as to U.S. holders of ADSs.

Taxation of Dividends

Australia operates a dividend imputation system under which dividends may be declared to be franked to the extent of tax paid on
company profits. Fully franked dividends are not subject to dividend withholding tax. Dividends payable to Non-Australian Shareholders will be subject to dividend withholding tax, to the extent the dividends
are not foreign (i.e., non-Australian) sourced and declared to be conduit foreign income, or CFI, and are unfranked. Dividend withholding tax will be imposed at 30%, unless a shareholder is a resident of a
country with which Australia has a double taxation agreement and qualifies for the benefits of the treaty. Under the provisions of the current Double Taxation Convention between Australia and the United States, the Australian tax withheld on
unfranked dividends that are not CFI paid by us to which a resident of the United States is beneficially entitled is limited to 15%.



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If a company that is a Non-Australian Shareholder
directly owns a 10% or more interest, the Australian tax withheld on unfranked dividends (that are not CFI) paid by us to which a resident of the United States is beneficially entitled is limited to 5%. In limited circumstances, the rate of
withholding can be reduced to zero.

Exercise of Warrants

Any capital gain or loss on exercise of a warrant is disregarded. The amount paid to acquire the warrant, and the amount paid to exercise the
warrant, are both included in the cost base and reduced cost base of the ordinary shares underlying the Warrants.

Tax on Sales or
other Dispositions of Shares or WarrantsCapital Gains Tax

Non-Australian
Shareholders will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares or warrants (or recognize a capital loss on the lapse of a warrant), unless they, together with associates, hold 10% or
more of our issued capital, at the time of disposal or for 12 months of the last two years prior to disposal.

Non-Australian Shareholders who own a 10% or more interest would be subject to Australian capital gains tax if more than 50% of our assets held directly or indirectly, determined by reference to market value,
consists of Australian real property (which includes land and leasehold interests) or Australian mining, quarrying or prospecting rights. The Double Taxation Convention between the United States and Australia is unlikely to limit the amount of this
taxable gain. Australian capital gains tax applies to net capital gains of Foreign Shareholders at the Australian tax rates for non-Australian residents, which start at a marginal rate of 32.5%. Net capital
gains are calculated after reduction for capital losses, which may only be offset against capital gains.

The 50% capital gains tax
discount is not available to Non-Australian Shareholders on gains accrued after May 8, 2012. Companies are not entitled to a capital gains tax discount.

Broadly, where there is a disposal of certain taxable Australian property, the purchaser will be required to withhold and remit to the
Australian Taxation Office (ATO) 12.5% of the proceeds from the sale. A transaction is excluded from the withholding requirements in certain circumstances, including where the value of the taxable Australian property is less than
A$750,000, the transaction is an on-market transaction conducted on an approved stock exchange, a securities lending, or the transaction is conducted using a broker operated crossing system. There is also an
exception to the requirement to withhold where the ATO Commissioner issues a clearance certificate which broadly certifies that the vendor is not a foreign person. The Non-Australian Shareholder may be
entitled to receive a tax credit for the tax withheld by the purchaser which they may claim in their Australian income tax return.

Tax on Sales or other Dispositions of Shares or WarrantsShareholders Holding Shares and Warrants on Revenue Account

Some Non-Australian Shareholders may hold ordinary shares on revenue rather than on capital account for
example, share traders. These shareholders may have the gains made on the sale or other disposal of the ordinary shares and/or warrants included in their assessable income under the ordinary income provisions of the income tax law, if the gains are
sourced in Australia.

Non-Australian Shareholders assessable under these ordinary income
provisions in respect of gains made on ordinary shares and/or warrants held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a
marginal rate of 32.5%. Some relief from Australian income tax may be available to Non-Australian Shareholders under the Double Taxation Convention between the United States and Australia.

To the extent an amount would be included in a Non-Australian Shareholders assessable income
under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount would generally be reduced, so that the shareholder would not be subject to double tax on any part of the income gain or capital gain.



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The comments above in Tax on Sales or Other Dispositions of Shares or
WarrantsCapital Gains Tax regarding a purchaser being required to withhold 12.5% tax on the acquisition of certain taxable Australian property equally applies where the disposal of the Australian real property asset by a foreign
resident is likely to generate gains on revenue account, rather than a capital gain.

Dual Residency

If a shareholder is a resident of both Australia and the United States under those countries domestic taxation laws, that shareholder may
be subject to tax as an Australian resident. If, however, the shareholder is determined to be a U.S. resident for the purposes of the Double Taxation Convention between the United States and Australia, the Australian tax would be subject to
limitation by the Double Taxation Convention. Shareholders should obtain specialist taxation advice in these circumstances.

Stamp
Duty

No Australian stamp duty is payable by Australian residents or non-Australian
residents on the issue, transfer and/or surrender of the ADSs, warrants or the ordinary shares in Benitec, provided that the shares issued, transferred and/or surrendered do not represent 90% or more of the issued shares in Benitec.

Australian Death Duty

Australia does not have estate or death duties. As a general rule, no capital gains tax liability is realized upon the inheritance of a
deceased persons shares. The disposal of inherited shares by beneficiaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australias jurisdiction to tax.

Goods and Services Tax

The supply of ADSs, warrants and/or ordinary shares in Benitec will not be subject to Australian goods and services tax.



|F. | Dividends and Paying Agents.
|-- | ----------------------------

Not applicable.



|G. | Statement by Experts.
|-- | ---------------------

Not applicable.



|H. | Documents on Display.
|-- | ---------------------

Inspection of our records is governed by the
Corporations Act. Any member of the public has the right to inspect or obtain copies of our registers on the payment of a prescribed fee. Shareholders are not required to pay a fee for inspection of our registers or minute books of the meetings of
shareholders. Other corporate records, including minutes of directors meetings, financial records and other documents, are not open for inspection by shareholders. Where a shareholder is acting in good faith and an inspection is deemed to be
made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.

We file periodic reports
and information with the Securities and Exchange Commission. You may inspect a copy of these reports without charge at the Public Reference Room of the Securities and Exchange Commission at 100 F Street N.E., Washington, D.C. 20549 or at the
Securities and Exchange Commissions regional offices 233 Broadway, New York, New York 10279 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an
Internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commissions World Wide Web
address is http://www.sec.gov.



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Our ADSs and Warrants are listed on the NASDAQ Capital Market. As a result, we are subject to the
periodic reporting requirements of the Exchange Act and we file reports and other information with the Securities and Exchange Commission. These reports and other information and the registration statement and exhibits and schedules thereto may be
inspected without charge at, and copies thereof may be obtained at prescribed rates from, the public reference facilities of the Securities and Exchange Commission and the electronic sources listed in the preceding paragraph.

We prepare annual and other reports. Our annual reports contain financial statements examined and reported upon, with opinions expressed by
our independent auditors. Our consolidated financial statements included in these annual reports are prepared in conformity with IFRS. Our annual and other reports to our shareholders are posted on the Investor Centre page of our website
at http://www.benitec.com. In furnishing our web site address in this report, however, we do not intend to incorporate any information on our web site into this report, and any information on our web site should not be considered to be part of this
report.

We will also furnish the depositary with all notices of shareholder meetings and other reports and communications that are made
generally available to our shareholders. The depositary, to the extent permitted by law, shall arrange for the transmittal to the registered holders of American Depositary Receipts of all notices, reports and communications, together with the
governing instruments affecting our shares and any amendments thereto. Such documents are also available for inspection by registered holders of American Depositary Receipts at the principal office of the depositary.



|I. | Subsidiary Information.
|-- | -----------------------

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk related to changes in interest rates and exchange rates.

As of June 30, 2017, 2016 and 2015, we had cash and cash equivalents of A$17.4 million, A$18.2 million and A$21.8 million,
respectively, primarily held in bank accounts and term deposits. Our primary exposure to market risk is interest rate sensitivity, which is affected primarily by changes in the general level of Australian interest rates. Our available for sale
securities are subject to interest rate risk and will fall in value if market interest rates increase. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 10% increase in interest
rates would not have a material effect on the fair market value of our portfolio.

We are exposed to fluctuations in foreign currencies
that arise from foreign currencies held in bank accounts and the translation of results from our operations outside Australia. Our foreign exchange exposure is primarily the U.S. dollar. Foreign currency risks arising from commitments in foreign
currencies are managed by holding cash in that currency. Foreign currency translation risk is not hedged.

See Note 18 of our
June 30, 2017 financial statements included in this Annual Report on Form 20-F for more detailed information on our financial risk management.



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Item 12. Description of Securities Other than Equity Securities.



|A. | Debt Securities.
|-- | ----------------

Not applicable.



|B. | Warrants and Rights.
|-- | --------------------

Not applicable.



|C. | Other Securities.
|-- | -----------------

Not applicable.



|D. | American Depositary Shares.
|-- | ---------------------------

Fees and Expenses



|                                                                                                                                                                                           |  |                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Persons depositing or withdrawing ordinary
shares or ADS holders must pay the depositary:                                                                                                  |  | For:                                                                                                                                                                                                                        
|$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)                                                                                                                                      |  |        Issuance of ADSs, including issuances resulting from
a distribution of shares or rights or other property 
       Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement terminates
|                                                                                                                                                                                           | 
|$.05 (or less) per ADS                                                                                                                                                                     |  |        Any cash distribution to you                                                                                                                                                                                        
|                                                                                                                                                                                           | 
|A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs                                  |  |        Distribution of securities distributed to holders
of deposited securities which are distributed by the depositary to you                                                                                            
|                                                                                                                                                                                           | 
|$.05 (or less) per ADS per calendar year                                                                                                                                                   |  |        Depositary services                                                                                                                                                                                                 
|                                                                                                                                                                                           | 
|Registration or transfer fees                                                                                                                                                              |  |        Transfer and registration of shares on our share
register to or from the name of the depositary or its agent when you deposit or withdraw shares                                                                    
|                                                                                                                                                                                           | 
|Expenses of the depositary                                                                                                                                                                 |  |        Cable, telex and facsimile transmissions (when
expressly provided in the deposit agreement) 
       Converting foreign currency to U.S. dollars                                                                    
|                                                                                                                                                                                           | 
|Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |  |        As necessary                                                                                                                                                                                                        
|                                                                                                                                                                                           | 
|Any charges incurred by the depositary or its agents for servicing the deposited securities                                                                                                |  |        As necessary                                                                                                                                                                                                        



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The depositary collects its fees for delivery and surrender of ADSs directly from investors
depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a
portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. The depositary may collect any of its fees by deduction from any cash
distribution payable to you that are obligated to pay those fees.

From time to time, the depositary may make payments to us to reimburse
or share revenue from the fees collected from you, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit
agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions.



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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and the Use of Proceeds

Use of Proceeds

On August 24, 2015,
we completed an initial public offering in the United States on The NASDAQ Capital Market of 1,500,000 American Depositary Shares (ADSs), representing 30,000,000 fully paid ordinary shares of Benitec, together with warrants to purchase 500,000 ADSs,
representing 10,000,000 fully paid ordinary shares, pursuant to a Registration Statement on Form F-1, as amended (File No. 333-205135), which became effective on
August 17, 2015. Maxim Group LLC was the sole underwriter. Each ADS represents 20 ordinary shares of Benitec. We granted the underwriter a 45-day option to purchase up to an additional 225,000 ADSs and/or
75,000 warrants to purchase ADSs to cover over-allotments, if any. Simultaneously with the closing, we issued and sold 75,000 warrants in connection with the underwriters partial exercise of such option.

Pursuant to the initial public offering in the United States, we sold a total of 1,500,000 ADSs (including the ADSs sold pursuant to the
over-allotment option) at a price of $9.21 per ADS and warrants to purchase 575,000 ADSs (including the warrants to purchase ADSs sold pursuant to the over-allotment option) at a price of $0.01 per warrant. The aggregate offering price of the ADSs
and warrants to purchase ADSs (including the over-allotment option) was approximately $13.8 million. The total expenses of the offering, including underwriting discounts and commissions, were approximately $2.8 million. The net proceeds we
received from the offering (including the over-allotment option) were approximately $11.0 million.

Commencing October 2015, we
began, and intend to continue, to use the net proceeds we received from our initial public offering as disclosed in our Registration Statement on Form F-1. None of proceeds from our initial public offering in
the United States were used for direct or indirect payments to our directors, officers or their associates, or to persons owning 10% or more of our equity securities, or to our affiliates.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

As of
June 30, 2017, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information we are required to disclose in the reports we file or submit
under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding
required disclosures.

There are inherent limitations to the effectiveness of any disclosure controls and procedures system, including the
possibility of human error and circumventing or overriding them. Even if effective, disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.

Managements Annual Report on Internal Control over Financial Reporting

The management of Benitec is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of June 30, 2017 based on the criteria set forth in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO 2013).Based on our evaluation under the criteria set forth in COSO 2013, our management concluded that our internal control over financial reporting was effective as of June 30, 2017.



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Attestation Report of the Registered Public Accounting Firm

Not applicable. As an emerging growth company, we are not required to provide an attestation report of the companys registered public
accounting firm on managements assessment regarding internal control over financial reporting.

Changes in Internal Control over Financial
Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this annual
report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

Each member of our audit committee meets the financial literacy requirements of
the listing standards of The NASDAQ Capital Market. Megan Boston acts as the chairman of the audit committee, and our board of directors has determined that Megan Boston is an audit committee financial expert, as defined by Item 407(d)
of Regulation S-K under the Securities Act.

Item 16B. Code of Ethics

We have established a Code of Conduct, which sets out the standards of behavior that apply to every aspect of our dealings and relationships,
both within and outside Benitec. The Code of Conduct applies to all directors, executive officers and employees of Benitec. The Code of Conduct is available on our website at www.benitec.com. For additional information regarding our Code of Conduct,
see Item 6.C., Directors, Senior Management and EmployeesBoard PracticesCode of Conduct.

Item 16C. Principal Accountant Fees and Services

During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the
Company:



|                   |  |        |         |  |        |  |         | 
|------------------ |  | ------ | ------- |  | ------ |  | ------- | 
|                   |  | 2017A$ |         |  | 2016A$ | 
|                   |  |       
|Audit Fees         |  |        | 241,933 |  |        |  | 178,250 | 
|Audit-Related Fees |  |        | 30,361  |  |        |  | 33,895  | 
|Tax Fees           |  |        | 23,150  |  |        |  | 22,250  | 
|                   |  |        |         |  |        |  |         | 
|                   |  |       
|Total              |  |        | 295,444 |  |        |  | 234,395 | 
|                   |  |        |         |  |        |  |         | 

Our audit committee reviews and pre-approves all audit services and
permitted non-audit services (including the fees and other terms) to be provided by our independent auditors.

Item 16D. Exemptions from the Listing Standards for Audit Committees.

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Changes in Registrants Certifying Accountant

Not applicable.



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Item 16G. Corporate Governance

Implications of Being an Emerging Growth Company

Pursuant to The Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we are classified as an Emerging Growth
Company. Under the JOBS Act, Emerging Growth Companies are exempt from certain reporting requirements, including the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Under this exemption, our auditor will not
be required to attest to and report on managements assessment of our internal controls over financial reporting during a five-year transition period. We may avail ourselves of these disclosure exemptions until we are no longer an emerging
growth company.

Pursuant to the JOBS Act, we will remain an Emerging Growth Company until the earliest of:



| |  |  | the end of the fiscal year in which the fifth anniversary of completion of our initial public offering in the United States;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the end of the first fiscal year in which the market value of our ordinary shares held by non-affiliates exceeds US$700 million as of the end of the second quarter of such
fiscal year;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the end of the first fiscal year in which we have total annual gross revenues of at least US$1 billion; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the date on which we have issued more than US$1 billion in non-convertible debt securities in any rolling three-year period.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------

Implications of Being a Foreign Private Issuer

We are also considered a foreign private issuer. In our capacity as a foreign private issuer, we are exempt from certain rules
under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales
of our ordinary shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not
required to comply with Regulation FD, which restricts the selective disclosure of material information.

Exemptions from certain NASDAQ Corporate
Governance Rules

The NASDAQ listing rules allow for a foreign private issuer, such as Benitec, to follow its home country practices in
lieu of certain of the NASDAQs corporate governance standards. In connection with our NASDAQ Listing Application, we have relied on and expect to continue to rely on exemptions from certain corporate governance standards that are contrary to
the laws, rules, regulations or generally accepted business practices in Australia. These exemptions are described below:



| |  |  | Although the majority of our directors currently qualify as independent under the NASDAQ Listing Rules, we have relied on and expect in the future to continue to rely on an exemption from these independence requirements
for a majority of our board of directors as prescribed by NASDAQ Listing Rules. The ASX Listing Rules do not require us to have a majority of independent directors although ASX Corporate Governance Principles and Recommendations do recommend a
majority of independent directors. During fiscal 2017, we did, however, have a majority of directors who were independent as defined in the ASX Corporate Governance Principles and Recommendations, which definition differs from
NASDAQs definition. Accordingly, because Australian law and generally accepted business practices in Australia regarding director independence differ from the independence requirements under NASDAQ Listing Rules, we may seek to claim this
exemption in the future.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We have relied on and expect to continue to rely on an exemption from the requirement that our independent directors meet regularly in executive sessions under NASDAQ Listing Rules. The ASX Listing Rules and the
Corporations Act do not require the independent directors of an Australian company to have such executive sessions and, accordingly, we seek to claim this exemption.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have relied on and expect to continue to rely on an exemption from the quorum requirements applicable to meetings of shareholders under NASDAQ Listing Rules. In compliance with Australian law, our Constitution
provides that three shareholders present, in person or by proxy, attorney or a representative, shall constitute a quorum for a general meeting. NASDAQ Listing Rules require that an issuer provide for a quorum as specified in its by-laws for any meeting of the holders of ordinary shares, which quorum may not be less than 331/3% of the outstanding shares of an issuers voting ordinary
shares. Accordingly, because applicable Australian law and rules governing quorums at shareholder meetings differ from NASDAQs quorum requirements, we seek to claim this exemption.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We will rely an exemption from the requirement that at least two members of a compensation committee be independent as defined in NASDAQ Rule 5605(a)(2). The ASX Listing Rules and Australian law do not
require an Australian company to establish a compensation committee, known in Australia as a remuneration committee, which is comprised solely of non-executive directors if the company is not included in the
S&P/ASX300 Index at the beginning of its fiscal year. Benitec was not included on the S&P/ASX300 Index at the beginning of its its last fiscal year and, hence, is not required under ASX Listing Rules to have a remuneration (compensation)
committee. The ASX Corporate Governance Principles and Recommendations contain a non-binding recommendation that all ASX-listed companies should have a remuneration
committee comprised of at least three members, a majority of whom (including the chair) are independent. While these recommendations contain guidelines for assessing independence, ASX-listed
entities are able to adopt their own definitions of an independent director for this purpose and is different from the definition in NASDAQ Rule 5605(a)(2). That being said, Benitec has, and expects to continue to have, a Remuneration and
Nominations Committee consisting of three non-executive directors.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have relied on and expect to continue to rely on an exemption from the requirement prescribed by NASDAQ Listing Rules that issuers obtain shareholder approval prior to the issuance of securities in connection with
certain acquisitions, private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Applicable Australian law and the ASX Listing Rules differ from NASDAQ requirements, with the
ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% of our issued share capital in any 12-month period
(but, in determining the 15% limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) issuances
of securities to directors or their associates under an employee incentive plan. Due to differences between Australian law and rules and the NASDAQ shareholder approval requirements, we seek to claim this exemption.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We have relied on and expect to continue to rely on an exemption from NASDAQ audit committee requirements set forth in NASDAQ Listing Rule 5605(c)(2), whereby the audit committee must have three independent members. The
ASX Listing Rules and Australian law do not require an Australian company to have three independent audit committee members unless it is included in the S&P/ASX300 Index at the beginning of its fiscal year. Benitec was not included on the
S&P/ASX300 Index at the beginning of its last fiscal year and, hence, is not required under ASX Listing Rules to have three independent audit committee members. NASDAQ has agreed that Benitec may have two directors on its audit committee so long
as both directors satisfy NASDAQs definition of independence, as is currently the case.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 
16H. Mine Safety Disclosure

Not applicable.



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PART III

Item 17. Financial Statements

Refer to Item 18  Financial Statements below

Item 18. Financial Statements

Our Consolidated Financial Statements commencing on page F-1, as set forth in the following index, are
hereby incorporated herein by reference. These Consolidated Financial Statements are filed as part of this Annual Report.



146



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##### Table of Contents

Index to Financial Statements



|                                                                                             |  |      |      | 
|-------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|                                                                                             |  | Page |     
|Consolidated Financial Statements for June 30, 2017, 2016 and 2015 and the years then
ended: |  |      |      | 
|Report of Independent Registered Public Accounting Firm                                      |  |      | F- 2 | 
|Consolidated Statement of Profit or Loss and Other Comprehensive
Income                      |  |      | F- 3 | 
|Consolidated Statement of Financial Position                                                 |  |      | F- 4 | 
|Consolidated Statement of Changes in Equity                                                  |  |      | F- 5 | 
|Consolidated Statement of Cash Flows                                                         |  |      | F- 6 | 
|Notes to Consolidated Financial Statements                                                   |  |      | F- 7 | 



F-1



---

##### Table of Contents



LOGO



| |  |                                                                                                                                                                                                   
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Level 17, 383 Kent Street Sydney NSW 2000
 Correspondence to:
Locked Bag Q800 QVB Post Office
Sydney NSW 1230 
T +61 2 8297 2400 F +61 2 9299 4445
E info.nsw@au.gt.com
W www.grantthornton.com.au

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders of Benitec Biopharma Limited

We have audited the accompanying consolidated statement of financial position of Benitec Biopharma Limited and subsidiaries (the Company) as of
June 30, 2017 and 2016, and the related consolidated statements of profit or loss and other comprehensive income, changes in shareholders equity, and cash flows for each of the three years in the period ended June 30, 2017. These
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Benitec Biopharma
Limited and subsidiaries as of June 30, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2017 in conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board.



|                            
|----------------------------
|                            
|/S/ Grant Thornton          
|GRANT THORNTON AUDIT PTY LTD
|Sydney, NSW, Australia      
|                            
|October 23, 2017            



F-2



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##### Table of Contents

BENITEC BIOPHARMA LIMITED

Consolidated Statement of profit or loss and other comprehensive income

For the year ended 30 June 2017







|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|------------------------------------------------------------------------------------------------------ |  | ------------ |  | ----- | ------- | - | ----- |  | ------- | ----- |  |  | ------- | -
|                                                                                                       |  | Consolidated |  |       |         |   |       |  |        
|                                                                                                       |  | Note         |  | 2017  |         |   | 2016  |  |         | 2015  | 
|                                                                                                       |  |              |  | $000 |         |   | $000 |  |         | $000 | 
|                                                                                                       |  |              |  |      
|Revenue                                                                                                |  | 4            |  |       | 586     |   |       |  | 464     |       |  |  | 1,081   |  
|Other income                                                                                           |  | 5            |  |       | 10,507  |   |       |  | 3,590   |       |  |  | 2,891   |  
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|Total Income                                                                                           |  |              |  |       | 11,093  |   |       |  | 4,054   |       |  |  | 3,972   |  
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|                                                                                                       |  |              |  |      
|Expenses                                                                                               |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|Royalties and licence fees                                                                             |  |              |  |       | (272    | ) |       |  | (139    | )     |  |  | (40     | )
|Research and development                                                                               |  | 6            |  |       | (6,925  | ) |       |  | (13,287 | )     |  |  | (6,228  | )
|Employee benefits expense                                                                              |  |              |  |       | (5,015  | ) |       |  | (6,283  | )     |  |  | (3,425  | )
|Share-based expense                                                                                    |  |              |  |       | (386    | ) |       |  | (1,746  | )     |  |  | (1,503  | )
|Travel related costs                                                                                   |  |              |  |       | (629    | ) |       |  | (1,023  | )     |  |  | (1,039  | )
|Consultants costs                                                                                      |  |              |  |       | (976    | ) |       |  | (1,020  | )     |  |  | (882    | )
|Occupancy costs                                                                                        |  |              |  |       | (550    | ) |       |  | (500    | )     |  |  | (275    | )
|Depreciation                                                                                           |  |              |  |       | (217    | ) |       |  | (290    | )     |  |  | (97     | )
|Corporate expenses                                                                                     |  |              |  |       | (1,540  | ) |       |  | (1,139  | )     |  |  | (921    | )
|Foreign exchange realized loss                                                                         |  |              |  |       | (98     | ) |       |  | (414    | )     |  |  |        |  
|Foreign exchange unrealized loss                                                                       |  |              |  |       | (168    | ) |       |  |        |       |  |  |        |  
|IPO costs                                                                                              |  |              |  |       |        |   |       |  | (1,191  | )     |  |  | (1,071  | )
|Loss on disposal of fixed assets                                                                       |  |              |  |       | (7      | ) |       |  |        |       |  |  |        |  
|Write-off of clinical trial prepayment                                                                 |  |              |  |       |        |   |       |  | (1,800  | )     |  |  |        |  
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|Total Expenses                                                                                         |  |              |  |       | (16,783 | ) |       |  | (28,832 | )     |  |  | (15,481 | )
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|                                                                                                       |  |              |  |      
|Loss before income tax                                                                                 |  |              |  |       | (5,690  | ) |       |  | (24,778 | )     |  |  | (11,509 | )
|Income tax                                                                                             |  | 7            |  |       |        |   |       |  |        |       |  |  |         |  
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|                                                                                                       |  |              |  |      
|Loss after income tax for the year attributable to the owners of Benitec Biopharma
Limited             |  | 16           |  |       | (5,690  | ) |       |  | (24,778 | )     |  |  | (11,509 | )
|                                                                                                       |  |              |  |      
|Other comprehensive income/(loss)                                                                      |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|Items that may be reclassified subsequently to profit and loss                                         |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|Foreign currency translation gain/loss                                                                 |  |              |  |       | 34      |   |       |  | (19     | )     |  |  | 6       |  
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|                                                                                                       |  |              |  |      
|Total comprehensive income/(loss) for the year attributable to the owners of Benitec Biopharma
Limited |  |              |  |       | (5,656  | ) |       |  | (24,797 | )     |  |  | (11,503 | )
|                                                                                                       |  |              |  |       |         |   |       |  |         |       |  |  |         |  
|                                                                                                       |  |              |  |      
|Basic earnings/(loss) cents per share                                                                  |  | 26           |  |       | (3.24   | ) |       |  | (17.41  | )     |  |  | (9.96   | )
|Diluted earnings/(loss) cents per share                                                                |  | 26           |  |       | (3.24   | ) |       |  | (17.41  | )     |  |  | (9.96   | )

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes



F-3



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##### Table of Contents

BENITEC BIOPHARMA LIMITED

Consolidated Statement of Financial Position

as at 30 June 2017







|                              |  |      |    |  |       |  |          |       |  |  |          |  
|----------------------------- |  | ---- | -- |  | ----- |  | -------- | ----- |  |  | -------- | -
|                              |  | Note |    |  | 2017  |  |          | 2016  | 
|                              |  |      |    |  | $000 |  |          | $000 | 
|                              |  |      |   
|ASSETS                        |  |      |    |  |       |  |          |       |  |  |          |  
|Current Assets                |  |      |    |  |       |  |          |       |  |  |          |  
|Cash and cash equivalents     |  |      | 8  |  |       |  | 17,375   |       |  |  | 18,230   |  
|Other financial assets        |  |      |    |  |       |  | 100      |       |  |  | 28       |  
|Trade and other receivables   |  |      | 9  |  |       |  | 4,406    |       |  |  | 977      |  
|Other                         |  |      | 10 |  |       |  | 281      |       |  |  | 149      |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|Total Current Assets          |  |      |    |  |       |  | 22,162   |       |  |  | 19,384   |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|Non-Current Assets            |  |      |    |  |       |  |          |       |  |  |          |  
|Deposits                      |  |      |    |  |       |  | 59       |       |  |  |         |  
|Plant and equipment           |  |      | 11 |  |       |  | 445      |       |  |  | 506      |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|Total Non-Current Assets      |  |      |    |  |       |  | 504      |       |  |  | 506      |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|TOTAL ASSETS                  |  |      |    |  |       |  | 22,666   |       |  |  | 19,890   |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|LIABILITIES                   |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|Current liabilities           |  |      |    |  |       |  |          |       |  |  |          |  
|Trade and other payables      |  |      | 12 |  |       |  | 919      |       |  |  | 833      |  
|Provisions                    |  |      | 13 |  |       |  | 206      |       |  |  | 202      |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|Total Current Liabilities     |  |      |    |  |       |  | 1,125    |       |  |  | 1,035    |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|Non-Current Liabilities       |  |      |    |  |       |  |          |       |  |  |          |  
|Provisions                    |  |      |    |  |       |  | 35       |       |  |  | 18       |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|Total Non-Current Liabilities |  |      |    |  |       |  | 35       |       |  |  | 18       |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|TOTAL LIABILITIES             |  |      |    |  |       |  | 1,160    |       |  |  | 1,053    |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|NET ASSETS                    |  |      |    |  |       |  | 21,506   |       |  |  | 18,837   |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|EQUITY                        |  |      |    |  |       |  |          |       |  |  |          |  
|Issued capital                |  |      | 14 |  |       |  | 155,580  |       |  |  | 147,641  |  
|Reserves                      |  |      | 15 |  |       |  | 1,674    |       |  |  | 2,565    |  
|Accumulated losses            |  |      | 16 |  |       |  | (135,748 | )     |  |  | (131,369 | )
|                              |  |      |    |  |       |  |          |       |  |  |          |  
|                              |  |      |   
|TOTAL EQUITY                  |  |      |    |  |       |  | 21,506   |       |  |  | 18,837   |  
|                              |  |      |    |  |       |  |          |       |  |  |          |  

The above statement of financial position should be read in conjunction with the accompanying notes



F-4



---

##### Table of Contents

BENITEC BIOPHARMA LIMITED

Consolidated Statement of Changes in Equity

for the year ended 30 June 2017







|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  
|----------------------------------------------------------------- |  | ------- | ------- |  | -------- |  | ----- | ----------- |  |  | -------- | - |  |  | ------- | -
|                                                                  |  | Issued  |         |  |          |  |       | Accumulated |  |  | Total    |  
|                                                                  |  | capital |         |  | Reserves |  |       | losses      |  |  | equity   |  
|                                                                  |  | $000   |         |  | $000    |  |       | $000       |  |  | $000    |  
|                                                                  |  |         |         | 
|Balance at 1 July 2014                                            |  |         | 129,186 |  |          |  | 641   |             |  |  | (96,286  | ) |  |  | 33,541  |  
|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Loss after income tax                                             |  |         |        |  |          |  |      |             |  |  | (11,509  | ) |  |  | (11,509 | )
|Other comprehensive income - Foreign exchange translation reserve |  |         |        |  |          |  | 6     |             |  |  |         |   |  |  | 6       |  
|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Total comprehensive income                                        |  |         |        |  |          |  | 6     |             |  |  | (11,509  | ) |  |  | (11,503 | )
|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Contributions of equity, net of transaction costs                 |  |         | 337     |  |          |  |      |             |  |  |         |   |  |  | 337     |  
|Share-based payments                                              |  |         |        |  |          |  | 1,503 |             |  |  |         |   |  |  | 1,503   |  
|Transfer of expired share-based payments                          |  |         |        |  |          |  | (4    | )           |  |  | 4        |   |  |  |        |  
|Transfer to share capital for options exercised                   |  |         | 108     |  |          |  | (108  | )           |  |  |         |   |  |  |        |  
|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Balance at 30 June 2015                                           |  |         | 129,631 |  |          |  | 2,038 |             |  |  | (107,791 | ) |  |  | 23,878  |  
|                                                                  |  |         |         |  |          |  |       |             |  |  |          |   |  |  |         |  



|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  
|----------------------------------------------------------------- |  | ------- | ------- |  | -------- |  | ------ | ----------- |  |  | -------- | - |  |  | ------- | -
|                                                                  |  | Issued  |         |  |          |  |        | Accumulated |  |  | Total    |  
|                                                                  |  | capital |         |  | Reserves |  |        | losses      |  |  | equity   |  
|                                                                  |  | $000   |         |  | $000    |  |        | $000       |  |  | $000    |  
|                                                                  |  |         |         | 
|Balance at 1 July 2015                                            |  |         | 129,631 |  |          |  | 2,038  |             |  |  | (107,791 | ) |  |  | 23,878  |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  
|Loss after income tax                                             |  |         |        |  |          |  |       |             |  |  | (24,778  | ) |  |  | (24,778 | )
|Other comprehensive income - Foreign exchange translation reserve |  |         |        |  |          |  | (19    | )           |  |  |         |   |  |  | (19     | )
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Total comprehensive income                                        |  |         |        |  |          |  | (19    | )           |  |  | (24,778  | ) |  |  | (25,797 | )
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Contributions of equity, net of transaction costs                 |  |         | 18,010  |  |          |  |       |             |  |  |         |   |  |  | 18,010  |  
|Share-based payments                                              |  |         |        |  |          |  | 1,746  |             |  |  |         |   |  |  | 1,746   |  
|Transfer of expired share-based payments                          |  |         |        |  |          |  | (1,200 | )           |  |  | 1,200    |   |  |  |        |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  
|                                                                  |  |         |         | 
|Balance at 30 June 2016                                           |  |         | 147,641 |  |          |  | 2,565  |             |  |  | (131,369 | ) |  |  | 18,837  |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |         |  



|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  
|----------------------------------------------------------------- |  | ------- | ------- |  | -------- |  | ------ | ----------- |  |  | -------- | - |  |  | ------ | -
|                                                                  |  | Issued  |         |  |          |  |        | Accumulated |  |  | Total    |  
|                                                                  |  | capital |         |  | Reserves |  |        | losses      |  |  | equity   |  
|                                                                  |  | $000   |         |  | $000    |  |        | $000       |  |  | $000    |  
|                                                                  |  |         |         | 
|Balance at 1 July 2016                                            |  |         | 147,641 |  |          |  | 2,565  |             |  |  | (131,369 | ) |  |  | 18,837 |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  
|                                                                  |  |         |         | 
|Loss after income tax                                             |  |         |        |  |          |  |       |             |  |  | (5,690   | ) |  |  | (5,690 | )
|Other comprehensive income - Foreign exchange translation reserve |  |         |        |  |          |  | 34     |             |  |  |         |   |  |  | 34     |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  
|                                                                  |  |         |         | 
|Total comprehensive income                                        |  |         |        |  |          |  | 34     |             |  |  | (5,690   | ) |  |  | (5,656 | )
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  
|                                                                  |  |         |         | 
|Contributions of equity, net of transaction costs                 |  |         | 7,939   |  |          |  |       |             |  |  |         |   |  |  | 7,939  |  
|Share-based payments                                              |  |         |        |  |          |  | 386    |             |  |  |         |   |  |  | 386    |  
|Transfer of expired share-based payments                          |  |         |        |  |          |  | (1,311 | )           |  |  | 1,311    |   |  |  |       |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  
|                                                                  |  |         |         | 
|Balance at 30 June 2017                                           |  |         | 155,580 |  |          |  | 1,674  |             |  |  | (135,748 | ) |  |  | 21,506 |  
|                                                                  |  |         |         |  |          |  |        |             |  |  |          |   |  |  |        |  

The above statement of changes in equity should be read in conjunction with the accompanying notes



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BENITEC BIOPHARMA LIMITED

Consolidated Statement of Cash Flows

for the year ended 30 June 2017







|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|---------------------------------------------------------------- |  | ---- | -- |  | ----- |  | ------- | ----- |  |  | ------- | - |  |  | ------- | -
|                                                                 |  | Note |    |  | 2017  |  |         | 2016  |  |  | 2015    |  
|                                                                 |  |      |    |  | $000 |  |         | $000 |  |  | $000   |  
|                                                                 |  |      |    | 
|Cash flows from operating activities                             |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|Receipts from customers                                          |  |      |    |  |       |  | 333     |       |  |  | 340     |   |  |  | 307     |  
|Research and development grants                                  |  |      |    |  |       |  | 6,274   |       |  |  | 3,590   |   |  |  | 2,318   |  
|Interest received                                                |  |      |    |  |       |  | 242     |       |  |  | 217     |   |  |  | 774     |  
|Receipts of prepayment                                           |  |      | 9  |  |       |  | 791     |       |  |  |        |   |  |  |        |  
|Payments to suppliers and employees                              |  |      |    |  |       |  | (15,944 | )     |  |  | (24,355 | ) |  |  | (13,091 | )
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|                                                                 |  |      |    | 
|Net cash used in operating activities                            |  |      | 25 |  |       |  | (8,304  | )     |  |  | (20,208 | ) |  |  | (9,692  | )
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|                                                                 |  |      |    | 
|Cash flows from investing activities                             |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|Purchase of plant and equipment                                  |  |      | 11 |  |       |  | (171    | )     |  |  | (342    | ) |  |  | (505    | )
|                                                                 |  |      |    | 
|Security deposits                                                |  |      |    |  |       |  | (131    | )     |  |  |        |   |  |  |        |  
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|Net cash used in investing activities                            |  |      |    |  |       |  | (302    | )     |  |  | (342    | ) |  |  | (505    | )
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|                                                                 |  |      |    | 
|Cash flows from financing activities                             |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|Proceeds from issue of shares                                    |  |      |    |  |       |  | 8,072   |       |  |  | 19,462  |   |  |  | 385     |  
|IPO and share issue transaction costs                            |  |      |    |  |       |  | (133    | )     |  |  | (1,952  | ) |  |  | (333    | )
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|Net cash from financing activities                               |  |      |    |  |       |  | 7,939   |       |  |  | 17,510  |   |  |  | 52      |  
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|                                                                 |  |      |    | 
|Net decrease in cash and cash equivalents                        |  |      |    |  |       |  | (667    | )     |  |  | (3,040  | ) |  |  | (10,145 | )
|Cash and cash equivalents at the beginning of the financial year |  |      |    |  |       |  | 18,230  |       |  |  | 21,787  |   |  |  | 31,359  |  
|Effects of exchange rate changes on cash and cash equivalents    |  |      |    |  |       |  | (188    | )     |  |  | (517    | ) |  |  | 573     |  
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  
|                                                                 |  |      |    | 
|Cash and cash equivalents at the end of the financial year       |  |      | 8  |  |       |  | 17,375  |       |  |  | 18,230  |   |  |  | 21,787  |  
|                                                                 |  |      |    |  |       |  |         |       |  |  |         |   |  |  |         |  

The above statement of cash flows should be read in conjunction with the accompanying notes



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017



Note 1. Significant
accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These general purpose financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and Interpretations issued
by the International Accounting Standards Board (IASB).

Historical cost convention

The financial statements have been prepared under the historical cost convention.

Critical accounting estimates

The preparation of the
financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Groups accounting policies. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

New, revised or amending
Accounting Standards and Interpretations adopted

In the current year, there were no amendments to IFRSs issued by the IASB that were effective for the
current financial year that had a material effect on the Company, mandatorily effective for an accounting period that begins on or after 1 July 2016.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2017 reporting periods and have not been early
adopted by the group. The groups assessment of the impact of these new standards and interpretations is set out below.



| |  |  | IFRS 9 Financial Instruments -addresses the classification, measurement and derecognition of financial assets and financial liabilities and introduces new rules for hedge accounting. In December 2014, the IASB
made further changes to the classification and measurement rules and also introduced a new impairment model. These latest amendments now complete the new financial instruments standard.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Impact - The entity is yet to undertake a detailed assessment of the impact of IFRS 9. However, based on the entitys preliminary
assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019.

Mandatory application date / Date of adoption by group - Must be applied for financial years commencing on or after 1 January 2018.



| |  |  | IFRS 15 Revenue from Contracts with Customers - The IASB has issued a new standard for the recognition of revenue. This will replace IAS 18 which covers contracts for goods and services. The new standard is based on the
principle that revenue is recognised when control of a good or service transfers to a customer; so the notion of control replaces the existing notion of risks and rewards.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Impact - The entity is yet to undertake a detailed assessment of the impact of IFRS 15.
However, based on the entitys preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019
because the Group does not yet have material revenue.

The standard permits a modified retrospective approach for the adoption. Under this
approach, entities will recognise transitional adjustments in retained earnings on the date of initial application (eg 1 July 2017), ie without restating the comparative period. They will only need to apply the new rules to contracts that are
not completed as of the date of initial application.

Mandatory application date / Date of adoption by group - commencing on or after
1 January 2018. Expected date of adoption by the group: 1 July 2018



| |  |  | IFRS 16 Leases -The IASB has issued a new standard for the recognition of leases. This will replace IAS 17: Leases. The new standard introduces a single lessee accounting model that no longer requires
leases to be classified as operating or financing.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other major changes include, the recognition of a right-to-use asset and
liability, depreciation of right-to-use assets in line with IAS 16: Property Plant and Equipment, variable lease payments that depend on an index or rate are included in the initial measurement of lease liability, option for lessee to not
separate non-lease components and account for all components as a lease, and additional disclosure requirements.

Impact - The entity has
undertaken a detailed review and has concluded that there will be no material impact on its financial position on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2020 to
the immaterial size of leases entered into by the Group. The Groups only lease is the lease on its head office and research and development facilities. Commitments are set out in note 22. The Mandatory application date / Date of adoption by
group - Must be applied for financial years commencing on or after 1 January 2019. Expected date of adoption by the group: 1 July 2019.

There
are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Going concern

The directors have prepared the financial
statements on a going concern basis after taking into consideration the net loss for the year of $5.690m (2016: $24.778m) and the cash and cash equivalents balance of $17.375m (2016: $18.230m). The directors have recognised the capital raisings in
the last 3 years, performed a review of the cash flow forecasts, considered the cash flow needs of the Group, and believe that the strategies in place are appropriate to generate funding which will be sufficient to maintain the going concern status
of the Group. Much of the forecast cash expenditure is project related and is discretionary. Timing of this expenditure is regularly reviewed and is dependent upon the Group being able to generate funding. If these strategies are unsuccessful then
the Group may need to realise its assets and extinguish liabilities other than in the ordinary course of business and at amounts different to those disclosed in the financial report.





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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Benitec Biopharma Limited (Company or
parent entity) as at 30 June 2017 and the results of all subsidiaries for the year then ended. Benitec Biopharma Limited and its subsidiaries together are referred to in these financial statements as the Group.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.

The Companys 100% owned subsidiary, Tacere Therapeutics, Inc. has a 31 December year end.
For consolidation purposes Tacere prepares financial statements for the 12 month period ended 30 June that are used to consolidate into the group accounts.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented
using the management approach, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (CODM). The CODM is responsible for the allocation of resources to
operating segments and assessing their performance.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Foreign currency translation

The financial statements are presented in Australian dollars, which is Benitec Biopharma Limiteds functional and presentation currency.

Foreign currency transactions

Foreign currency
transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues
and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in
other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Revenue recognition

Revenue is recognised when it is
probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Licensing revenue and royalties

Revenue from the
granting of licenses is recognised in accordance with the terms of the relevant agreements and is usually recognised on an accruals basis, unless the substance of the agreement provides evidence that it is more appropriate to recognise revenue on
some other systematic rational basis.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset
and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the
financial asset.

Government research and development grants

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants
relating to expense items are recognised as income over the periods necessary to match the grant costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful
life of the asset on a straight-line basis.

Research and development grant revenue is recognised as income when a reliable estimate can be made of the
amounts receivable.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Income tax

The income tax expense or benefit for the period is the tax payable on that periods taxable income based on the applicable income tax rate for each
jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or
liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:



| |  | When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction,
affects neither the accounting nor taxable profits; or
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only
if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and
unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered.
Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities
and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Benitec Biopharma Limited (the head entity) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the
tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the separate taxpayer within group
approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. No tax sharing agreement has been entered between entities in the tax consolidated group.

In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets
arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.

Current and non-current
classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



An asset is classified as current when: it is either expected to be realised or intended to be sold or
consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as
current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the
settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets
and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Other receivables are
recognised at amortised cost, less any provision for impairment.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for
financial assets at fair value through profit or loss. They are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of the acquisition and subsequent
reclassification to other categories is restricted.

Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are
carried at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the asset is derecognised or impaired.

Impairment of financial assets

The Group assesses at the
end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulty of the issuer or obligor; a breach of contract such as
default or delinquency in payments; the lender granting to a borrower concessions due to economic or legal reasons that the lender would not otherwise do; it becomes probable that the borrower will enter bankruptcy or other financial reorganisation;
the disappearance of an active market for the financial asset; or observable data indicating that there is a measurable decrease in estimated future cash flows.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



The amount of the impairment allowance for loans and receivables carried at amortised cost is the difference
between the assets carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. If there is a reversal of impairment, the reversal cannot exceed the amortised cost that would have
been recognised had the impairment not been made and is reversed to profit or loss.

Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property,
plant and equipment (excluding land) over their expected useful lives as follows:



|                       |  |                                            
|---------------------- |  | -------------------------------------------
|Leasehold improvements |  | shorter of the lease term and life of asset
|Plant and equipment    |  | 3-7 years                                  

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or loss.

Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the
fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

Impairment
of non-financial assets

Other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount.

Recoverable
amount is the higher of an assets fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Trade and other payables

These amounts represent
liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are
usually paid within 30 days of recognition.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Employee benefits

Short-term employee benefits

Liabilities for wages and
salaries and other employee benefits expected to be settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

Employee benefits not
expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms
to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Share-based payments

Equity-settled share-based
compensation benefits are provided to directors and senior executives. The plan currently in place to provide these benefits is the Employee Share Option Plan (ESOP).

Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using Black-Scholes option pricing
model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for
the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to
profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is
the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Market conditions are taken into
consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised,
over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless
the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award,
the cancelled and new award is treated as if they were a modification. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Fair value measurement

When an asset or liability,
financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best
interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Issued capital

Ordinary shares are classified as equity.

Incremental costs
directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Costs related to an
initial offering are expensed in the statement of profit or loss and other comprehensive income.

Earnings per share

Basic earnings per share

Basic earnings per share is
calculated by dividing the profit attributable to the owners of Benitec Biopharma Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of
interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 1. Significant accounting policies continued



Goods and Services Tax (GST) and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this
case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or
payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable
from, or payable to, the tax authority.

Rounding of amounts

Amounts in this report have been rounded to the nearest thousand dollars, or in certain cases the nearest dollar.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial
statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on
other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Research and development expenses

Management does not
consider the development programs to be sufficiently advanced to reliably determine the economic benefits and technical feasibility to justify capitalisation of development costs. These costs have been recognised as an expense when incurred.
Research and development expenses relate primarily to the cost of conducting clinical and pre-clinical trials. Clinical development costs are a significant component of research and development expenses. Estimates have been used in determining the
expense liability under certain clinical trial contracts where services have been performed but not yet invoiced. Generally, the costs, and therefore estimates, associated with clinical trial contracts are based on the number of patients, drug
administration cycles, the type of treatment and the outcome being

The length of time before actual amounts can be determined will vary depending on
length of the patient cycles and the timing of the invoices by the clinical trial partners.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 2. Critical accounting judgements, estimates and assumptions continued



Research and development refundable tax offsets

The Group accounts for the federal government research and development grant tax incentive when a reliable estimate of the amounts receivable can be made. In
the year ended June 30 2017 reporting period detailed reporting systems were implemented to allow for the first time a reliable estimate to be made of the grant income that is expected to be received for the current period. In determining the
estimate management reviews historical claims, Government overseas findings enabling the claim of overseas expenditure and the allocation of staff and overheads costs within approved projects. Grant Income for the year ended June 30 2017
includes an estimate of Research and Development grant receivable for June 30 2017 of $4,233k. (refer Note 5)

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value is determined by using either the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Recovery of deferred tax assets

Deferred tax assets are
recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Given the Companys and each individual entities
history of recent losses, the Group has not recognised a deferred tax asset with regard to unused tax losses and other temporary differences, as it has not been determined whether the Company or its subsidiaries will generate sufficient taxable
income against which the unused tax losses and other temporary differences can be utilised.

Costs of capital raising

Costs directly attributable to an equity transaction are held in the statement of financial position until the completion of the transaction. On completion,
the costs will be applied against issued capital.Costs associated with abandoned or sub-optimal equity transactions are expensed to profit or loss in the year the transaction is determined to no longer be viable under existing conditions.

Note 3. Operating segments

Identification of
reportable operating segments

The Group has only one operating segment during the financial year, being the global commercialisation by licensing and
partnering of patents and licences in biotechnology, more specifically in functional genomics, with applications in biomedical research and human therapeutics. This operating segment is based on the internal reports that are reviewed and used by the
Board of Directors (who are identified as the Chief Operating Decision Makers (CODM)) in assessing performance and in determining the allocation of resources. The information reported to the CODM is on at least quarterly. The group
sources some of its revenue from the United States of America and therefore presents the split by geographical region.



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 3. Operating segment continued



|                       |  |                                  |     |  |                                                             |  |     |                 |  |  |                 |  |  |                 |     |  |                 |  |     |  |  |  |     | 
|---------------------- |  | -------------------------------- | --- |  | ----------------------------------------------------------- |  | --- | --------------- |  |  | --------------- |  |  | --------------- | --- |  | --------------- |  | --- |  |  |  | --- | 
|Geographical locations |  | Revenues from External Customers |     |  | Non current assets excludingfinancial assets and income tax | 
|                       |  | June 2017
$000                  |     |  | June 2016
$000                                             |  |     | June 2015
$000 |  |  | June 2017
$000 |  |  | June 2016
$000 |     |  | June 2015
$000 | 
|Australia              |  |                                  | 333 |  |                                                             |  | 247 |                 |  |  | 307             |  |  |                 | 112 |  |                 |  | 127 |  |  |  | 456 | 
|USA                    |  |                                  |    |  |                                                             |  |    |                 |  |  |                |  |  |                 | 333 |  |                 |  | 379 |  |  |  |    | 
|                       |  |                                  |     |  |                                                             |  |     |                 |  |  |                 |  |  |                 |     |  |                 |  |     |  |  |  |     | 
|                       |  |                                  | 333 |  |                                                             |  | 247 |                 |  |  | 307             |  |  |                 | 445 |  |                 |  | 506 |  |  |  | 456 | 
|                       |  |                                  |     |  |                                                             |  |     |                 |  |  |                 |  |  |                 |     |  |                 |  |     |  |  |  |     | 

Note 4. Revenue



|                                |  |       |     |  |       |  |     |       |  |  |       | 
|------------------------------- |  | ----- | --- |  | ----- |  | --- | ----- |  |  | ----- | 
|                                |  | 2017  |     |  | 2016  |  |     | 2015  | 
|                                |  | $000 |     |  | $000 |  |     | $000 | 
|Licensing revenue and royalties |  |       | 333 |  |       |  | 247 |       |  |  | 307   | 
|Interest                        |  |       | 253 |  |       |  | 217 |       |  |  | 774   | 
|                                |  |       |     |  |       |  |     |       |  |  |       | 
|                                |  |       | 586 |  |       |  | 464 |       |  |  | 1,081 | 
|                                |  |       |     |  |       |  |     |       |  |  |       | 

Note 5. Other income



|                                                                                 |  |  |        |  |  |  |       |  |  |  |       | 
|-------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|Australian Government Research and Development refundable tax offset:            |  |  |        |  |  |  |       |  |  |  |       | 
|                                                                                 |  |  |       
|- Received during the year relating to prior expenditure                         |  |  | 6,274  |  |  |  | 3,590 |  |  |  | 2,318 | 
|- Estimated relating to current year expenditure due in 2018FY (Refer to Note 2) |  |  | 4,233  |  |  |  |      |  |  |  |      | 
|- Net foreign exchange gain                                                      |  |  |       |  |  |  |      |  |  |  | 573   | 
|                                                                                 |  |  |        |  |  |  |       |  |  |  |       | 
|                                                                                 |  |  | 10,507 |  |  |  | 3,590 |  |  |  | 2,891 | 
|                                                                                 |  |  |        |  |  |  |       |  |  |  |       | 

Note 6. Expenses



|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|---------------------------------------------------------------- |  |  | ----- |  |  |  | ------ |  |  |  | ----- | 
|Loss before income tax includes the following specific expenses: |  |  |       |  |  |  |        |  |  |  |       | 
|                                                                 |  |  |      
|Depreciation                                                     |  |  |       |  |  |  |        |  |  |  |       | 
|Leasehold improvements                                           |  |  | 53    |  |  |  | 205    |  |  |  | 10    | 
|Plant and equipment                                              |  |  | 164   |  |  |  | 85     |  |  |  | 87    | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|Total depreciation                                               |  |  | 217   |  |  |  | 290    |  |  |  | 97    | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|                                                                 |  |  |      
|Research and development                                         |  |  |       |  |  |  |        |  |  |  |       | 
|Project expenses                                                 |  |  | 6,456 |  |  |  | 12,240 |  |  |  | 4,983 | 
|Other IP related expenses                                        |  |  | 469   |  |  |  | 1,047  |  |  |  | 1,245 | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|Total research and development                                   |  |  | 6,925 |  |  |  | 13,287 |  |  |  | 6,228 | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|                                                                 |  |  |      
|Employee benefits expense                                        |  |  |       |  |  |  |        |  |  |  |       | 
|Defined contribution superannuation expense                      |  |  | 240   |  |  |  | 280    |  |  |  | 128   | 
|Employee benefits expense excluding superannuation               |  |  | 4,775 |  |  |  | 6,003  |  |  |  | 3,297 | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|                                                                 |  |  | 5,015 |  |  |  | 6,283  |  |  |  | 3,425 | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 
|                                                                 |  |  |      
|Rental expense relating to operating leases                      |  |  |       |  |  |  |        |  |  |  |       | 
|Minimum lease payments                                           |  |  | 376   |  |  |  | 265    |  |  |  | 179   | 
|                                                                 |  |  |       |  |  |  |        |  |  |  |       | 



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 7. Income tax benefit



|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  
|------------------------------------------------------------------------------------ |  | ----- | ------ | - | ----- |  | ------- | ----- |  |  | ------- | -
|                                                                                     |  | 2017  |        |   | 2016  |  |         | 2015  | 
|                                                                                     |  | $000 |        |   | $000 |  |         | $000 | 
|                                                                                     |  |       |       
|Income tax benefit                                                                   |  |       |        |   |       |  |         |       |  |  |         |  
|Current tax                                                                          |  |       |       |   |       |  |        |       |  |  |        |  
|Aggregate income tax benefit                                                         |  |       |       |   |       |  |        |       |  |  |        |  
|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  
|                                                                                     |  |       |       
|Numerical reconciliation of income tax benefit and tax at the statutory
rate         |  |       |        |   |       |  |         |       |  |  |         |  
|Loss before income tax benefit                                                       |  |       | (5,690 | ) |       |  | (24,778 | )     |  |  | (11,509 | )
|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  
|                                                                                     |  |       |       
|Tax at the statutory tax rate of 27.5% (2016 30%, 2015 30%)                          |  |       | (1,565 | ) |       |  | (7,433  | )     |  |  | (3,453  | )
|                                                                                     |  |       |       
|Tax effect amounts which are not deductible/(taxable) in calculating taxable income: |  |       |        |   |       |  |         |       |  |  |         |  
|R&D expenses                                                                         |  |       | 2,676  |   |       |  | 4,151   |       |  |  | 695     |  
|R and D incentive income                                                             |  |       | (2,889 | ) |       |  | (1,090  | )     |  |  | (695    | )
|Legal expenses                                                                       |  |       | 154    |   |       |  | 59      |       |  |  | 15      |  
|Share-based payments                                                                 |  |       | 106    |   |       |  | 524     |       |  |  | 451     |  
|Timing differences utilised not previously recognised                                |  |       | (506   | ) |       |  | (277    | )     |  |  | (15     | )
|Write off prepayment                                                                 |  |       |       |   |       |  | 540     |       |  |  |        |  
|Impact of foreign exchange rate differences                                          |  |       | 2      |   |       |  | 46      |       |  |  |        |  
|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  
|                                                                                     |  |       | (2,022 | ) |       |  | (3,480  | )     |  |  | (3,002  | )
|                                                                                     |  |       |       
|Tax losses not brought to account                                                    |  |       | 2,022  |   |       |  | 3,480   |       |  |  | 3,002   |  
|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  
|                                                                                     |  |       |       
|Income tax benefit                                                                   |  |       |       |   |       |  |        |       |  |  |        |  
|                                                                                     |  |       |        |   |       |  |         |       |  |  |         |  

The above potential tax benefit has not been recognised in the statement of financial position. These tax losses are
recognised only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The 2016 numbers have been amended due to the lodgement of an amended 2016 tax
return.



|                                                                             |  |  |        |  |  |  |        |  |  |  |        | 
|---------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|Tax losses for which no deferred tax asset has been recognised - Australia   |  |  |        |  |  |  |        |  |  |  |        | 
|- Tax losses not recognised                                                  |  |  | 60,382 |  |  |  | 53,031 |  |  |  | 43,677 | 
|- Capital losses not recognised                                              |  |  | 1,272  |  |  |  | 1,272  |  |  |  | 1,272  | 
|- Other deferred tax assets not recognised                                   |  |  | 2,776  |  |  |  | 4,225  |  |  |  | 3,838  | 
|                                                                             |  |  |        |  |  |  |        |  |  |  |        | 
|                                                                             |  |  | 64,430 |  |  |  | 58,528 |  |  |  | 48,787 | 
|                                                                             |  |  |        |  |  |  |        |  |  |  |        | 
|                                                                             |  |  |       
|Potential tax benefit of tax assets not recognised at 27.5% (30%)            |  |  | 17,718 |  |  |  | 17,558 |  |  |  | 14,636 | 
|                                                                             |  |  |       
|Tax losses for which no deferred tax asset has been recognised - US (Tacere) |  |  |        |  |  |  |        |  |  |  |        | 
|- Tax losses not recognised                                                  |  |  | 955    |  |  |  | 1,137  |  |  |  | 1,119  | 
|                                                                             |  |  |        |  |  |  |        |  |  |  |        | 
|                                                                             |  |  |       
|Potential tax benefit of tax assets not recognised at 34% - US               |  |  | 324    |  |  |  | 387    |  |  |  | 380    | 

The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in
the statement of financial position as the recovery of this benefit is uncertain.



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 8. Current assets - cash and cash equivalents



|                |  |       |        |  |       |  |        | 
|--------------- |  | ----- | ------ |  | ----- |  | ------ | 
|                |  | 2017  |        |  | 2016  | 
|                |  | $000 |        |  | $000 | 
|                |  |      
|Cash at bank    |  |       | 4,349  |  |       |  | 552    | 
|Cash on deposit |  |       | 13,026 |  |       |  | 17,678 | 
|                |  |       |        |  |       |  |        | 
|                |  |      
|                |  |       | 17,375 |  |       |  | 18,230 | 
|                |  |       |        |  |       |  |        | 

Note 9. Current assets - trade and other receivables



|                                                                                |  |  |       |  |  |  |     | 
|------------------------------------------------------------------------------- |  |  | ----- |  |  |  | --- | 
|                                                                                |  | 
|Settlement receivable*                                                          |  |  | 109   |  |  |  | 900 | 
|Australian Government Research and Development refundable tax offset receivable |  |  | 4,233 |  |  |  |    | 
|Other receivable                                                                |  |  | 64    |  |  |  | 77  | 
|                                                                                |  |  |       |  |  |  |     | 
|                                                                                |  |  | 4,406 |  |  |  | 977 | 
|                                                                                |  |  |       |  |  |  |     | 



|* | On August 26, 2016, a settlement agreement was reached for the return of $900k of a $2.7m clinical trial prepayment that had previously been shown in the June 2015 financial statements. Payment was due on
31 December 2016. Subsequent to year end the outstanding settlement receivable was received. The prepayment had originally been made to conduct a small cell lung cancer program. The lung cancer program was cancelled in the year ended June 2016.
Other than above there is no receivable balance that is either past due or impaired.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 10. Current assets - other



|            |  |       |     |  |       |  |     | 
|----------- |  | ----- | --- |  | ----- |  | --- | 
|            |  | 2017  |     |  | 2016  | 
|            |  | $000 |     |  | $000 | 
|            |  |      
|Prepayments |  |       | 281 |  |       |  | 149 | 
|            |  |       |     |  |       |  |     | 
|            |  |      
|            |  |       | 281 |  |       |  | 149 | 
|            |  |       |     |  |       |  |     | 

Note 11. Non-current assets - property, plant and equipment



|                                 |  |  |      |   |  |  |      |  
|-------------------------------- |  |  | ---- | - |  |  | ---- | -
|Leasehold improvements - at cost |  |  | 79   |   |  |  | 264  |  
|Less: Accumulated depreciation   |  |  | (19  | ) |  |  | (220 | )
|                                 |  |  |      |   |  |  |      |  
|                                 |  |  | 60   |   |  |  | 44   |  
|                                 |  |  |      |   |  |  |      |  
|                                 |  | 
|Plant and equipment - at cost    |  |  | 889  |   |  |  | 877  |  
|Less: Accumulated depreciation   |  |  | (504 | ) |  |  | (415 | )
|                                 |  |  |      |   |  |  |      |  
|                                 |  |  | 385  |   |  |  | 462  |  
|                                 |  |  |      |   |  |  |      |  
|                                 |  |  | 445  |   |  |  | 506  |  
|                                 |  |  |      |   |  |  |      |  

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 11. Non-current assets - property, plant and equipment continued



|                        |  |             |      |   |           |  |      |       |  |  |      |  
|----------------------- |  | ----------- | ---- | - | --------- |  | ---- | ----- |  |  | ---- | -
|                        |  | Leasehold   |      |   | Plant and |  |      |       | 
|                        |  | improvement |      |   | equipment |  |      | Total | 
|                        |  | $000       |      |   | $000     |  |      | $000 | 
|                        |  |             |     
|Balance at 30 June 2015 |  |             | 237  |   |           |  | 219  |       |  |  | 456  |  
|                        |  |             |      |   |           |  |      |       |  |  |      |  
|Additions               |  |             | 12   |   |           |  | 330  |       |  |  | 342  |  
|Depreciation expense    |  |             | (205 | ) |           |  | (85  | )     |  |  | (290 | )
|FX loss                 |  |             |     |   |           |  | (2   | )     |  |  | (2   | )
|                        |  |             |      |   |           |  |      |       |  |  |      |  
|Balance at 30 June 2016 |  |             | 44   |   |           |  | 462  |       |  |  | 506  |  
|                        |  |             |      |   |           |  |      |       |  |  |      |  
|                        |  |             |     
|Additions               |  |             | 74   |   |           |  | 97   |       |  |  | 171  |  
|Depreciation expense    |  |             | (53  | ) |           |  | (164 | )     |  |  | (217 | )
|FX loss                 |  |             | (5   | ) |           |  | (10  | )     |  |  | (15  | )
|                        |  |             |      |   |           |  |      |       |  |  |      |  
|                        |  |             |     
|Balance at 30 June 2017 |  |             | 60   |   |           |  | 385  |       |  |  | 445  |  
|                        |  |             |      |   |           |  |      |       |  |  |      |  

Note 12. Current liabilities - trade and other payables



|               |  |       |     |  |       |  |     | 
|-------------- |  | ----- | --- |  | ----- |  | --- | 
|               |  | 2017  |     |  | 2016  | 
|               |  | $000 |     |  | $000 | 
|               |  |      
|Trade payables |  |       | 174 |  |       |  | 538 | 
|Other payables |  |       | 745 |  |       |  | 295 | 
|               |  |       |     |  |       |  |     | 
|               |  |      
|               |  |       | 919 |  |       |  | 833 | 
|               |  |       |     |  |       |  |     | 

Note 13. Current liabilities - provisions



|                                                                                   |  |  |     |  |  |  |     | 
|---------------------------------------------------------------------------------- |  |  | --- |  |  |  | --- | 
|Employee benefits                                                                  |  |  | 179 |  |  |  | 202 | 
|Provision for make good (Restoration of leased property to its original condition) |  |  | 27  |  |  |  |    | 
|                                                                                   |  |  |     |  |  |  |     | 
|                                                                                   |  |  | 206 |  |  |  | 202 | 
|                                                                                   |  |  |     |  |  |  |     | 

Note 14. Equity - issued capital



|                             |  |        |             |  |       |  |             |       |  |  |         |  |  |  |         | 
|---------------------------- |  | ------ | ----------- |  | ----- |  | ----------- | ----- |  |  | ------- |  |  |  | ------- | 
|                             |  | 2017   |             |  | 2016  |  |             | 2017  |  |  | 2016    | 
|                             |  | Shares |             |  | $000 |  |             | $000 |  |  | $000   | 
|                             |  |        |             | 
|Ordinary shares - fully paid |  |        | 205,142,734 |  |       |  | 146,529,096 |       |  |  | 155,580 |  |  |  | 147,641 | 
|                             |  |        |             |  |       |  |             |       |  |  |         |  |  |  |         | 

Movements in ordinary share capital



|                                                                                             |  |      |                 |  |        |  |             |             |  |  |        |  |  |  |         |  
|-------------------------------------------------------------------------------------------- |  | ---- | --------------- |  | ------ |  | ----------- | ----------- |  |  | ------ |  |  |  | ------- | -
|Details                                                                                      |  | Date |                 |  | Shares |  |             | Issue price |  |  | $000  | 
|                                                                                             |  |      |                 | 
|Balance                                                                                      |  |      | 30 June 2016    |  |        |  | 146,529,096 |             |  |  |        |  |  |  | 147,641 |  
|Issue of shares Nant Capital                                                                 |  |      | 24 October 2016 |  |        |  | 29,305,819  |             |  |  | 0.0895 |  |  |  | 2,623   |  
|Issue of shares Nant Capital                                                                 |  |      | 13 March 2017   |  |        |  | 29,305,819  |             |  |  | 0.1859 |  |  |  | 5,448   |  
|Conversion of Warrants                                                                       |  |      | 11 April 2017   |  |        |  | 2,000       |             |  |  | 0.3635 |  |  |  | 1       |  
|Share issue transaction costs                                                                |  |      |                 |  |        |  |             |             |  |  |        |  |  |  | (133    | )
|                                                                                             |  |      |                 |  |        |  |             |             |  |  |        |  |  |  |         |  
|                                                                                             |  |      |                 | 
|Balance                                                                                      |  |      | 30 June 2017    |  |        |  | 205,142,734 |             |  |  |        |  |  |  | 155,580 |  
|                                                                                             |  |      |                 |  |        |  |             |             |  |  |        |  |  |  |         |  
|The weighted average number of shares on issue during the twelve months to June 30, 2017
was |  |      |                 |  |        |  | 175,433,909 |             |  |  |        |  |  |  |         |  
|                                                                                             |  |      |                 |  |        |  |             |             |  |  |        |  |  |  |         |  



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 14. Equity - issued capital continued



Issued capital

Ordinary shares

Ordinary shares entitle the holder to
participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of
authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.

Share buy-back

There is no current
on-market share buy-back.

Capital risk management

The Groups objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders
and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

The capital structure of the Group
consists of cash and cash equivalents and equity attributable to equity holders. Operating globally, the Group develops speciality pharmaceutical products. The overall strategy of the Group is to continue its drug development programs, which depends
on selling assets and raising additional equity to fund the activities.

The capital risk management policy remains unchanged from the prior year.

Note 15. Equity Reserves



|                             |  |       |        |   |       |  |        |  
|---------------------------- |  | ----- | ------ | - | ----- |  | ------ | -
|                             |  | 2017  |        |   | 2016  | 
|                             |  | $000 |        |   | $000 | 
|                             |  |      
|Foreign currency reserve     |  |       | (1,285 | ) |       |  | (1,319 | )
|Share-based payments reserve |  |       | 2,959  |   |       |  | 3,884  |  
|                             |  |       |        |   |       |  |        |  
|                             |  |      
|                             |  |       | 1,674  |   |       |  | 2,565  |  
|                             |  |       |        |   |       |  |        |  

Foreign currency reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.

Share-based payments reserve

The reserve is used to
recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Movements in reserves

Movements in each class of reserve
during the current and previous financial year are set out below:



F-22



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 15. Equity Reserves continued



|                                         |  |          |        |   |             |  |        |       |  |  |        |  
|---------------------------------------- |  | -------- | ------ | - | ----------- |  | ------ | ----- |  |  | ------ | -
|                                         |  | Foreign  |        |   | Share-based |  |        |       | 
|                                         |  | currency |        |   | payments    |  |        | Total | 
|                                         |  | $000    |        |   | $000       |  |        | $000 | 
|                                         |  |          |       
|Balance at 30 June 2015                  |  |          | (1,300 | ) |             |  | 3,338  |       |  |  | 2,038  |  
|                                         |  |          |        |   |             |  |        |       |  |  |        |  
|Foreign currency translation             |  |          | (19    | ) |             |  |       |       |  |  | (19    | )
|Share-based payments                     |  |          |       |   |             |  | 1,746  |       |  |  | 1,746  |  
|Transfer of expired share-based payments |  |          |       |   |             |  | (1,200 | )     |  |  | (1,200 | )
|                                         |  |          |        |   |             |  |        |       |  |  |        |  
|                                         |  |          |       
|Balance at 30 June 2016                  |  |          | (1,319 | ) |             |  | 3,884  |       |  |  | 2,565  |  
|                                         |  |          |        |   |             |  |        |       |  |  |        |  
|                                         |  |          |       
|Foreign currency translation             |  |          | 34     |   |             |  |       |       |  |  | 34     |  
|Share-based payments                     |  |          |       |   |             |  | 386    |       |  |  | 386    |  
|Transfer of expired share-based payments |  |          |       |   |             |  | (1,311 | )     |  |  | (1,311 | )
|                                         |  |          |        |   |             |  |        |       |  |  |        |  
|Balance at 30 June 2017                  |  |          | (1,285 | ) |             |  | 2,959  |       |  |  | 1,674  |  
|                                         |  |          |        |   |             |  |        |       |  |  |        |  

Note 16. Equity - accumulated losses



|                                                              |  |       |          |   |       |  |          |  
|------------------------------------------------------------- |  | ----- | -------- | - | ----- |  | -------- | -
|                                                              |  | 2017  |          |   | 2016  | 
|                                                              |  | $000 |          |   | $000 | 
|                                                              |  |      
|Accumulated losses at the beginning of the financial year     |  |       | (131,369 | ) |       |  | (107,791 | )
|Loss after income tax benefit for the year                    |  |       | (5,690   | ) |       |  | (24,778  | )
|Transfer from share-based payment reserve for expired options |  |       | 1,311    |   |       |  | 1,200    |  
|                                                              |  |       |          |   |       |  |          |  
|                                                              |  |      
|Accumulated losses at the end of the financial year           |  |       | (135,748 | ) |       |  | (131,369 | )
|                                                              |  |       |          |   |       |  |          |  

Note 17. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Note 18. Financial instruments

Financial risk
management objectives

The Groups activities expose it to a variety of financial risks: market risk (including foreign currency risk and
interest rate risk) and liquidity risk. The Groups principal financial instruments comprise receivables, payables, cash and short-term deposits. The Group manages its exposure to key financial risks, including interest rate and currency risk
in accordance with the Company financial risk management policy. The objective of the policy is to protect the assets and provide a solid return.



|                            |  |       |        |  |       |  |        | 
|--------------------------- |  | ----- | ------ |  | ----- |  | ------ | 
|                            |  | 2017  |        |  | 2016  | 
|                            |  | $000 |        |  | $000 | 
|                            |  |      
|Financial Assets            |  |       |        |  |       |  |        | 
|Cash and cash equivalents   |  |       | 17,375 |  |       |  | 18,230 | 
|Trade and other receivables |  |       | 4,406  |  |       |  | 977    | 
|                            |  |       |        |  |       |  |        | 
|Total Financial Assets      |  |       | 21,781 |  |       |  | 19,307 | 
|                            |  |       |        |  |       |  |        | 
|                            |  |      
|Financial Liabilities       |  |       |        |  |       |  |        | 
|Trade and other payables    |  |       | 919    |  |       |  | 833    | 
|                            |  |       |        |  |       |  |        | 
|Total Financial Liabilities |  |       | 919    |  |       |  | 833    | 
|                            |  |       |        |  |       |  |        | 



F-23



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 18. Financial instruments continued



Market risk

Foreign currency risk

The Group undertakes certain
transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk
arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entitys functional currency. The risk is measured using sensitivity analysis and cash flow
forecasting.

At the June 30 2017 the Company held USD cash or cash equivalents of AUD$906k and trade payables and accruals of AUD$260k. Net USD
exposure in AUD of $646k. Each 1 cent movement in the AUD/USD exchange rate has an +/- effect of AUD $6k on profit and net assets of the Company. Exposures to foreign exchange rates vary during the year depending on the volume of overseas
transactions. None the less the analysis above is considered to be appropriate of the Groups exposure to currency risk.

Interest rate risk

The Group generates income from interest on surplus funds. At reporting date, the Group had the following assets exposed to Australian variable
interest rate risk that are not designated in cash flow hedges.

As at the reporting date, the Group had the following variable rate cash and cash
equivalents outstanding:



|                                             |  |                              |   |   |         |  |        |                              |  |  |         |   |  |  |        | 
|-------------------------------------------- |  | ---------------------------- | - | - | ------- |  | ------ | ---------------------------- |  |  | ------- | - |  |  | ------ | 
|                                             |  | 2017                         |   |   | 2016    | 
|                                             |  | Weightedaverageinterest rate |   |   | Balance |  |        | Weightedaverageinterest rate |  |  | Balance |  
|                                             |  | %                            |   |   | $000%  |  |        | %                            |  |  | $000   |  
|                                             |  |                              |   |  
|Cash and cash equivalents                    |  |                              | 1 | % |         |  | 17,375 |                              |  |  | 1       | % |  |  | 18,230 | 
|                                             |  |                              |   |   |         |  |        |                              |  |  |         |   |  |  |        | 
|Net exposure to cash flow interest rate risk |  |                              |   |   |         |  | 17,375 |                              |  |  |         |   |  |  | 18,230 | 
|                                             |  |                              |   |   |         |  |        |                              |  |  |         |   |  |  |        | 

The company has forecast reducing cash balances over the coming twelve months, as a result net exposure to interest risk will
diminish. An analysis by remaining contractual maturities in shown in liquidity and interest rate risk management below.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The
maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial
statements. The Group does not hold any collateral.

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and
when they become due and payable.



F-24



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 18. Financial instruments continued



Liquidity risk continued

The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash
flows and matching the maturity profiles of financial assets and liabilities

Remaining contractual maturities

The following tables detail the Groups remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid.



|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|--------------------- |  | ---------------------------- | - | - | -------------- |  | ----- | -------------------- |  |  | -------------------- |  |  | ------------ | - |  | ------------------------------ |  | - |  |  |  | ----- | 
|                      |  | Weightedaverageinterest rate |   |   | 1 year or less |  |       | Between 1and 2 years |  |  | Between 2and 5 years |  |  | Over 5 years |   |  | Remainingcontractualmaturities | 
|2017                  |  | %                            |   |   | $000          |  |       | $000                |  |  | $000                |  |  | $000        |   |  | $000                          | 
|Non-derivatives       |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Non-interest bearing  |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Trade payables        |  |                              | - | % |                |  | 174   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 174   | 
|Other payables        |  |                              | - | % |                |  | 745   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 745   | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Total non-derivatives |  |                              |   |   |                |  | 919   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 919   | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|                      |  |                              |   |   |                | 
|2016                  |  | %                            |   |   | $000          |  |       | $000                |  |  | $000                |  |  | $000        |   |  | $000                          | 
|Non-derivatives       |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Non-interest bearing  |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Trade payables        |  |                              | - | % |                |  | 538   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 538   | 
|Other payables        |  |                              | - | % |                |  | 295   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 295   | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Total non-derivatives |  |                              |   |   |                |  | 833   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 833   | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|                      |  |                              |   |   |                | 
|2015                  |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                | 
|Non-derivatives       |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Non-interest bearing  |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Trade payables        |  |                              |   |   |                |  | 760   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 760   | 
|Other payables        |  |                              |   |   |                |  | 689   |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 689   | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 
|Total non-derivatives |  |                              |   |   |                |  | 1,449 |                      |  |  |                     |  |  |              |  |  |                                |  |  |  |  |  | 1,449 | 
|                      |  |                              |   |   |                |  |       |                      |  |  |                      |  |  |              |   |  |                                |  |   |  |  |  |       | 

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.



F-25



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 19. Key management personnel disclosures

Compensation

The aggregate compensation made to directors
and other members of key management personnel of the Group is set out below:



|                             |  |      |           |  |      |  |           |      |  |  |           | 
|---------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                             |  | 2017 |           |  | 2016 |  |           | 2015 | 
|                             |  | $    |           |  | $    |  |           |      | 
|Short-term employee benefits |  |      | 1,539,777 |  |      |  | 2,048,543 |      |  |  | 1,735,847 | 
|Post-employment benefits     |  |      | 76,623    |  |      |  | 55,630    |      |  |  | 96,353    | 
|Long-term benefits           |  |      | 32,537    |  |      |  | 13,209    |      |  |  |          | 
|Share-based payments         |  |      | 418,986   |  |      |  | 1,011,851 |      |  |  | 1,036,123 | 
|                             |  |      |           |  |      |  |           |      |  |  |           | 
|                             |  |      | 2,067,923 |  |      |  | 3,129,233 |      |  |  | 2,868,323 | 
|                             |  |      |           |  |      |  |           |      |  |  |           | 

Note 20. Contingent liabilities and commitments

Tacere Inc. (100% owned subsidiary of entity)

On
December 18, 2012, the Company announced the appointment of Synteract, Inc. as its Clinical Research Organisation responsible for the progression of TT-034 into Phase I/IIa clinical trials in the U.S. The Company has negotiated a contract with
favourable commercial terms, in some instances requiring prepayment, for Synteract to continue to manage the Phase I/IIa clinical trial and the long term patient follow-up through 2016 and beyond. While the Company announced on February 20,
2016 that is was terminating the HCV program, Benitec is committed to completing the study and the companys estimate of the cost, assuming all patients remain in the study and the follow-up continues to 2021 is a maximum of $600k. The scenario
of all patients remaining in the study to 2021 is most unlikely and the actual cost is likely to be far less than the nominated contingency of $600k.

Parent entity

On July 20, 2016, the Company
signed a contract with RxGen Inc. to conduct a study to evaluate the ocular tolerance of GFP expressing vector variants in non-human primates. On February 22, 2017, the Company signed a second contract with RxGen Inc. to conduct an additional
evaluation of the ocular tolerance of GFP expressing vector variants in non-human primates. On June 8, 2017, the Company signed a third contract with RxGen Inc. to conduct an evaluation of the efficacy of ddRNAi vector candidates in a
laser-induced choroidal neovascularization model in African green monkeys. It is estimated that $600k is outstanding under these contracts.

On
December 20, 2016, the Company signed a Collaborative Research Agreement with Royal Holloway University of London to support studies in an OPMD animal model with the Companys clinical constructs. It is estimated that $500k is outstanding
under these contracts.

On May 22, 2017, the Company signed a Master Services Agreement with VGXI, Inc. to manufacture clinical supplies of BB-401 to
support the planned Phase 2 clinical trial. It is estimated that $250k is outstanding under these contracts

The Company has contracted for scientific
work on the therapeutic programs, as described above, and payments total approximately $2,030k. (June 30, 2016: $2,720k).



F-26



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 21. Commitments



|                                                                            |  |       |     |  |       |  |     |       |  |  |     | 
|--------------------------------------------------------------------------- |  | ----- | --- |  | ----- |  | --- | ----- |  |  | --- | 
|                                                                            |  | 2017  |     |  | 2016  |  |     | 2015  | 
|                                                                            |  | $000 |     |  | $000 |  |     | $000 | 
|Lease commitments - operating                                               |  |       |     |  |       |  |     |       |  |  |     | 
|Committed at the reporting date but not recognised as liabilities, payable: |  |       |     |  |       |  |     |       |  |  |     | 
|Within one year                                                             |  |       | 169 |  |       |  | 126 |       |  |  | 118 | 
|One to five years                                                           |  |       | 89  |  |       |  | 98  |       |  |  | 378 | 
|                                                                            |  |       |     |  |       |  |     |       |  |  |     | 
|                                                                            |  |       | 258 |  |       |  | 224 |       |  |  | 496 | 
|                                                                            |  |       |     |  |       |  |     |       |  |  |     | 

Operating lease commitments includes contracted amounts for offices under non-cancellable operating leases expiring within 3
years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

Parent
entity

Benitec Biopharma Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in
note 23.

Note 22. Related party transactions



|                                                                                                                                                                |  |      |         |  |      |  |         |      |  |  |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                                                                                                                                                |  | 2017 |         |  | 2016 |  |         | 2015 | 
|                                                                                                                                                                |  | $    |         |  | $    |  |         | $    | 
|The following transactions occurred with related parties:                                                                                                       |  |      |         |  |      |  |         |      |  |  |         | 
|Payment for other expenses:                                                                                                                                     |  |      |         |  |      |  |         |      |  |  |         | 
|Legal services paid / payable to Francis Abourizk Lightowlers, a law firm in which Mr Peter
Francis is a partner and has a beneficial interest.                 |  |      | 191,050 |  |      |  | 116,540 |      |  |  | 143,684 | 
|                                                                                                                                                                |  |      |         |  |      |  |         |      |  |  |         | 
|Consultancy fees for executive duties paid/payable to NewStar Ventures Ltd, a corporation in which
Dr John Chiplin is a director and has a beneficial interest. |  |      | 32,133  |  |      |  | 165,983 |      |  |  | 118,013 | 
|                                                                                                                                                                |  |      |         |  |      |  |         |      |  |  |         | 

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

There were no loans to or
from related parties at the current and previous reporting date.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 23. Interests in subsidiaries

The consolidated
financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1:



F-27



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BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 23. Interests in subsidiaries continued





|                           |  |                               |  |      |        |   |      |  |        |      |  |  |        |  
|-------------------------- |  | ----------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                           |  | Principal place of business / |  | 2017 |        |   | 2016 |  |        | 2015 | 
|Name                       |  | Country of incorporation      |  | %    |        |   | %    |  |        |      | 
|                           |  |                               |  |     
|Benitec Australia Limited  |  | Australia                     |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %
|Benitec Biopharma Limited  |  | United Kingdom                |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %
|Benitec, Inc.              |  | USA                           |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %
|Benitec LLC                |  | USA                           |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %
|RNAi Therapeutics, Inc.    |  | USA                           |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %
|Tacere Therapeutics, Inc.* |  | USA                           |  |      | 100.00 | % |      |  | 100.00 | %    |  |  | 100.00 | %

All companies in the Group adopt the same accounting policies.



|* | Note Tacere year end is 31 December which was the year end date when the Company was acquired.
|- | ----------------------------------------------------------------------------------------------

Note
24. Events after the reporting period

No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may
significantly affect the Groups operations, the results of those operations, or the Groups state of affairs in future financial years.

Note 25. Reconciliation of loss after income tax to net cash used in operating activities



|                                                   |  |            |        |   |            |  |         |           |  |  |         |  
|-------------------------------------------------- |  | ---------- | ------ | - | ---------- |  | ------- | --------- |  |  | ------- | -
|                                                   |  | 2017
$000 |        |   | 2016
$000 |  |         | 2015$000 | 
|                                                   |  |            |       
|Loss after income tax benefit for the year         |  |            | (5,690 | ) |            |  | (24,778 | )         |  |  | (11,509 | )
|                                                   |  |            |       
|Adjustments for:                                   |  |            |        |   |            |  |         |           |  |  |         |  
|Accrued provision Promega                          |  |            | 18     |   |            |  | 60      |           |  |  |        |  
|Accrued R&D grant                                  |  |            | (4,233 | ) |            |  |        |           |  |  |        |  
|Accrued interests                                  |  |            | (10    | ) |            |  |        |           |  |  |        |  
|Loss on sale                                       |  |            | 6      |   |            |  |        |           |  |  |        |  
|Depreciation and amortisation                      |  |            | 217    |   |            |  | 290     |           |  |  | 97      |  
|Share-based payments                               |  |            | 386    |   |            |  | 1,746   |           |  |  | 1,503   |  
|Unrealised Foreign exchange                        |  |            | 242    |   |            |  | 506     |           |  |  | (567    | )
|Issue of ordinary shares to Biomics                |  |            |       |   |            |  | 500     |           |  |  |        |  
|Impairment of prepayment                           |  |            |       |   |            |  | 1,800   |           |  |  |        |  
|Change in operating assets and liabilities:        |  |            |        |   |            |  |         |           |  |  |         |  
|Increase/(Decrease) in trade and other receivables |  |            | 814    |   |            |  | (854    | )         |  |  | (1      | )
|(Decrease)/Increase in other current assets        |  |            | (182   | ) |            |  | 1,178   |           |  |  | 98      |  
|Increase/(Decrease) in trade and other payables    |  |            | 106    |   |            |  | (683    | )         |  |  | 661     |  
|(Decrease)/Increase in employee benefits           |  |            | (3     | ) |            |  | 27      |           |  |  | 26      |  
|Increase/(Decrease) in provision                   |  |            | 25     |   |            |  |        |           |  |  |        |  
|                                                   |  |            |        |   |            |  |         |           |  |  |         |  
|Net cash used in operating activities              |  |            | (8,304 | ) |            |  | (20,208 | )         |  |  | (9,692  | )
|                                                   |  |            |        |   |            |  |         |           |  |  |         |  



F-28



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 26. Earnings per share



|                                                                              |  |  |        |   |  |  |         |   |  |  |         |  
|----------------------------------------------------------------------------- |  |  | ------ | - |  |  | ------- | - |  |  | ------- | -
|Loss after income tax attributable to the owners of Benitec Biopharma Limited |  |  | (5,690 | ) |  |  | (24,778 | ) |  |  | (11,509 | )
|                                                                              |  |  |        |   |  |  |         |   |  |  |         |  



|                                                                                          |  |        |             |   |        |  |             |        |  |  |             |  
|----------------------------------------------------------------------------------------- |  | ------ | ----------- | - | ------ |  | ----------- | ------ |  |  | ----------- | -
|                                                                                          |  | Number |             |   | Number |  |             | Number | 
|Weighted average number of ordinary shares used in calculating basic earnings per share   |  |        | 175,433,909 |   |        |  | 142,312,486 |        |  |  | 115,507,308 |  
|Weighted average number of ordinary shares used in calculating diluted earnings per share |  |        | 175,433,909 |   |        |  | 142,312,486 |        |  |  | 115,507,308 |  
|                                                                                          |  |        |             |   |        |  |             |        |  |  |             |  
|                                                                                          |  |        |            
|                                                                                          |  | Cents  |             |   | Cents  |  |             | Cents  | 
|Basic earnings per share                                                                  |  |        | (3.24       | ) |        |  | (17.41      | )      |  |  | (9.96       | )
|Diluted earnings per share                                                                |  |        | (3.24       | ) |        |  | (17.41      | )      |  |  | (9.96       | )

Outstanding options to acquire ordinary shares are not considered dilutive for the years ended 30 June 2017 and
30 June 2016.

Note 27. Share-based payments

Benitec Biopharma Limited Employees Share Option Plan (ESOP):

Description of plan

The Group may from time to time issue
employees options to acquire shares in the parent at a fixed price. Each option when exercised entitles the option holder to one share in the Parent Company. Options are exercisable on or before an expiry date, do not carry any voting or
dividend rights and are not transferable except on death of the option holder.

The following table shows the number and weighted average exercise price
(WAEP) of share options issued under the ESOP:



|                                           |  |        |            |   |      |  |       |        |  |  |            |   |  |        |       |  |      |  |            |   |  |  |       | 
|------------------------------------------ |  | ------ | ---------- | - | ---- |  | ----- | ------ |  |  | ---------- | - |  | ------ | ----- |  | ---- |  | ---------- | - |  |  | ----- | 
|                                           |  | 2017   |            |   | 2017 |  |       | 2016   |  |  | 2016       |   |  | 2015   |       |  | 2015 | 
|                                           |  | Number |            |   | WAEP |  |       | Number |  |  | WAEP       |   |  | Number |       |  |      | 
|Outstanding at the beginning of the year   |  |        | 12,220,000 |   |      |  | 1.234 |        |  |  | 12,500,000 |   |  |        | 1.234 |  |      |  | 8,608,000  |   |  |  | 1.229 | 
|Granted during the year                    |  |        | 2,200,000  |   |      |  | 0.166 |        |  |  | 6,720,000  |   |  |        | 0.77  |  |      |  | 4,284,000  |   |  |  | 1.250 | 
|Exercised during the year                  |  |        |           |   |      |  |      |        |  |  |           |   |  |        |      |  |      |  | (320,000   | ) |  |  | 0.521 | 
|Lapsed or forfeited during the year        |  |        | (4,696,000 | ) |      |  | 1.164 |        |  |  | (7,000,000 | ) |  |        | 1.06  |  |      |  | (72,000    | ) |  |  | 1.250 | 
|                                           |  |        |            |   |      |  |       |        |  |  |            |   |  |        |       |  |      |  |            |   |  |  |       | 
|Outstanding at the end of the year         |  |        | 9,724,000  |   |      |  | 0.832 |        |  |  | 12,220,000 |   |  |        | 1.079 |  |      |  | 12,500,000 |   |  |  | 1.234 | 
|                                           |  |        |            |   |      |  |       |        |  |  |            |   |  |        |       |  |      |  |            |   |  |  |       | 
|                                           |  |        |            |   |      | 
|Options exercisable at the end of the year |  |        | 6,497,333  |   |      |  |       |        |  |  | 8,292,000  |   |  |        |       |  |      |  | 7,734,334  |   |  |  |       | 
|                                           |  |        |            |   |      |  |       |        |  |  |            |   |  |        |       |  |      |  |            |   |  |  |       | 



F-29



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##### Table of Contents

BENITEC BIOPHARMA LTD

Notes to the consolidated financial statements 30 June 2017 continued





Note 27. Share-based payments continued



Details of ESOP share options outstanding as at end of year:



|                    |  |             |                   |  |          |   |        |              |  |  |              |  |  |              |            |  |  |  |            | 
|------------------- |  | ----------- | ----------------- |  | -------- | - | ------ | ------------ |  |  | ------------ |  |  | ------------ | ---------- |  |  |  | ---------- | 
|                    |  |             |                   |  |          |   |        | 2017         |  |  | 2016         |  |  | 2015         |           
|                    |  |             |                   |  | Exercise |   |        | Number       |  |  | Number       |  |  | Number*      |           
|Grant date          |  | Expiry date |                   |  | price    |   |        | under option |  |  | Under option |  |  | Under option |           
|26 September 2011   |  |             | 26 September 2016 |  |          |   |        |              |  |  |             |  |  |              | 2,800,000  |  |  |  | 2,800,000  | 
|17 November 2012    |  |             | 17 November 2017  |  |          | $ | 1.25   |              |  |  | 400,000      |  |  |              | 600,000    |  |  |  | 1,800,000  | 
|7 February 2012     |  |             | 7 February 2017   |  |          | $ | 1.25   |              |  |  |             |  |  |              | 156,000    |  |  |  | 156,000    | 
|6 November 2012     |  |             | 16 November 2017  |  |          | $ | 1.25   |              |  |  |             |  |  |              | 400,000    |  |  |  | 400,000    | 
|10 November 2013 ** |  |             | 18 May 2018       |  |          | $ | 0.62   |              |  |  | 400,000      |  |  |              | 400,000    |  |  |  | 400,000    | 
|22 August 2013      |  |             | 22 August 2018    |  |          | $ | 1.25   |              |  |  | 480,000      |  |  |              | 480,000    |  |  |  | 2,080,000  | 
|15 May 2014         |  |             | 15 May 2019       |  |          | $ | 1.50   |              |  |  | 180,000      |  |  |              | 180,000    |  |  |  | 400,000    | 
|17 December 2014    |  |             | 17 December 2019  |  |          | $ | 1.25   |              |  |  | 2,334,000    |  |  |              | 2,634,000  |  |  |  | 180,000    | 
|6 May 2015          |  |             | 6 May 2020        |  |          | $ | 1.25   |              |  |  | 650,000      |  |  |              | 650,000    |  |  |  | 3,334,000  | 
|12 November 2015**  |  |             | 12 November 2020  |  |          | $ | 0.77   |              |  |  | 3,080,000    |  |  |              | 3,920,000  |  |  |  | 950,000    | 
|9 August 2016       |  |             | 9 August 2021     |  |          | $ | 0.1665 |              |  |  | 2,200,000    |  |  |              |           |  |  |  |           | 
|                    |  |             |                   |  |          |   |        |              |  |  |              |  |  |              |            |  |  |  |            | 
|                    |  |             |                   |  |          |   |        |              |  |  | 9,724,000    |  |  |              | 12,220,000 |  |  |  | 12,500,000 | 
|                    |  |             |                   |  |          |   |        |              |  |  |              |  |  |              |            |  |  |  |            | 



|* | The prior year options numbers initially only included shares issued under the employee share option plan. The note this year includes both shares issued under the employee share option scheme and the directors option
scheme.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The weighted average remaining life of the options issued under the ESOP at 30 June 2017 was 2 years and 10 months (2016: 2
years and 7 months).

For the options granted during the year, the valuation model inputs used to determine the fair value at the grant date are as
follows:



|           |  |             |           |  |               |   |       |          |  |   |            |  |  |          |       |   |               |  |   |               |  |  |     |   |  |   |        | 
|---------- |  | ----------- | --------- |  | ------------- | - | ----- | -------- |  | - | ---------- |  |  | -------- | ----- | - | ------------- |  | - | ------------- |  |  | --- | - |  | - | ------ | 
|Grant date |  | Expiry date |           |  | Share price   |   |       | Exercise |  |   | Expected * |  |  | Dividend |       |   | Risk-free     |  |   | Fair value    | 
|           |  |             |           |  | at grant date |   |       | price    |  |   | volatility |  |  | yield    |       |   | interest rate |  |   | at grant date | 
|10/8/2016  |  |             | 10/8/2021 |  |               | $ | 0.115 |          |  | $ | 0.1665     |  |  |          | 91.52 | % |               |  | - | %             |  |  | 2.4 | % |  | $ | 0.0962 | 

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense
were $386k (2016: $1.75m).



|** | expected volatility was determined with reference to the Benitec share price based on historical volatility.
|-- | ------------------------------------------------------------------------------------------------------------



F-30



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##### Table of Contents

Item 19. Exhibits



|         |  |                                                                                                                                                                                                                                                                                                                                                 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  | Description                                                                                                                                                                                                                                                                                                                                     
|         | 
|1.1      |  | Constitution of Benitec Biopharma Limited (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form F-1 filed with the SEC on June 22, 2015)                                                                                                                                                                    
|         | 
|4.1      |  | Deposit Agreement, dated May 
30, 2014, between Benitec Biopharma Limited and The Bank of New York Mellon, as depositary, and Owners and Holders of the American Depositary Shares (incorporated by reference to the Companys Registration Statement on Form F-6 (No. 333-196105) filed with the SEC on May 20, 2014)                          
|         | 
|4.2      |  | Amendment to Deposit Agreement between Benitec Biopharma Limited and The Bank of New York Mellon, as depositary, and Owners and Holders of
the American Depositary Shares (incorporated by reference to Post-Effective Amendment No. 1 to the Companys Registration Statement on Form F-6 (No.
333-196105) filed with the SEC on July 21, 2015)
|         | 
|4.3      |  | Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.2)                                                                                                                                                                                                                                             
|         | 
|4.4      |  | Form of Global Warrant to Purchase ADSs (included in Exhibit 4.5)                                                                                                                                                                                                                                                                               
|         | 
|4.5      |  | Form of ADS Warrant Agent Agreement, between Benitec Biopharma Limited and The Bank of New York Mellon, as warrant agent (incorporated by reference
 to Exhibit 4.5 to Amendment No. 2 to the Companys Registration Statement on Form F-1 filed with the SEC on August 10, 2015)                                                               
|         | 
|4.6      |  | License Agreement, dated December 
23, 2009, between Commonwealth Scientific and Industrial Research Organisation (CSIRO) and Benitec (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form F-1 filed
with the SEC on June 22, 2015)                                                                     
|         | 
|4.7      |  | Research and Collaboration AgreementOverall Project, dated July 
11, 2014, between Biomics Biotech Co., Ltd and Benitec (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form F-1 filed with the SEC on June 22, 2015)                                                                                    
|         | 
|4.8      |  | Share Subscription Agreement, dated October 
24, 2016, between Nant Capital, LLC and Benitec (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form F-1 filed with the SEC on June 1, 2017)                                                                                                                 
|         | 
|4.9      |  | Collaborative Research and License Agreement, dated November 
11, 2014, between 4D Molecular Therapeutics, LLC and Benitec (incorporated by reference to Exhibit 10.4 to Amendment No. 
1 to the Companys Registration Statement on Form F-1 filed with the SEC on July 27, 2015)                                                             
|         | 
|4.10     |  | Lease Agreement, dated May 
12, 2014, between Hayward Point Eden I Limited Partnership and Benitec (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form F-1 filed with the SEC on June 
22, 2015)                                                                                                         
|         | 
|4.11     |  | First Amendment to Lease Agreement, dated May 
7, 2015, between Hayward Point Eden I Limited Partnership and Benitec (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form F-1 filed with the SEC on June 
22, 2015)                                                                                       
|         | 
|4.12     |  | Commercial Lease Agreement, dated October 
11, 2016, between Ho-Group North Sydney Pty Limited and Benitec (incorporated by reference to Exhibit 4.12 to the Companys Annual Report on Form 20-F filed with the SEC
on October 28, 2016)                                                                                                       
|         | 
|4.13     |  | Form of Executive Employment Agreement for executive officers (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement
 on Form F-1 filed with the SEC on June 22, 2015)                                                                                                                                              



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##### Table of Contents

|         |  |                                                                                                                                                                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  | Description                                                                                                                                                                                                                                   
|         | 
|4.14     |  | Form of Deed of Access, Insurance and Indemnity for Directors and Officers (incorporated by reference to Exhibit 10.9 to the Companys Registration
 Statement on Form F-1 filed with the SEC on June 22, 2015)                               
|         | 
|4.15     |  | Earn-Out Agreement, dated July 
9, 2015, between Biomics Biotech Co., Ltd and Benitec (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Companys Registration Statement on Form F-1 filed with the SEC on July 
27, 2015)
|         | 
|4.16     |  | Benitec Officers and Employees Share Option Plan (incorporated by reference to Exhibit 4.16 to the Companys Annual Report on
Form 20-F filed with the SEC on November 17, 2015)                                                            
|         | 
|4.17     |  | Consultancy Agreement of Chief Financial Officer, dated July 
1, 2016, between Benitec and CoSA Pty Ltd (incorporated by reference to Exhibit 4.17 to the Companys Annual Report on Form 20-F filed with the SEC on October 28, 2016)        
|         | 
|4.18     |  | Exclusive Sublicense Agreement, dated December 
23, 2016, between Benitec Biopharma Limited and NantWorks, LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-3 filed with the SEC on June 1, 2017)      
|         | 
|4.19     |  | Research Collaboration Agreement, dated January 
27, 2017, between Benitec Biopharma Limited and Nant Capital, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-3 filed with the SEC on June 1, 2017)   
|         | 
|8.1      |  | List of significant subsidiaries of Benitec Biopharma Limited (incorporated by reference to Exhibit 21.1 to the Companys Registration Statement
 on Form F-1 filed with the SEC on June 22, 2015)                                            
|         | 
|12.1     |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)                                                                                                                                                                           
|         | 
|12.2     |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)                                                                                                                                                                           
|         | 
|13.1     |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                   
|         | 
|13.2     |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                   
|         | 
|23.1     |  | Consent of Grant Thornton Audit Pty Ltd                                                                                                                                                                                                       



| | Confidential treatment requested. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this annual report on its behalf.



Benitec Biopharma LimitedBy:

/S/ Greg WestName:

Greg WestTitle:

Chief Executive Officer


Date: October 23, 2017