4DMEDICAL LIMITED - Proxy Solicitation & Information Statement 2025

ASX announcement ASX:4DX

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Notice of General Meeting and Related Documents

1 April 2025

Melbourne, Australia, 1 April 2025 : Respiratory imaging technology company, 4DMedical Limited (ASX:4DX, “ 4DMedical ” or the “ Company ”) advises that an Extraordinary General Meeting will be held on Thursday 1 May 2025 at 10.00am (AEST) at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton VIC 3053.

In accordance with Listing Rule 3.17, attached are the following documents:

A Letter to Shareholders
Notice of General Meeting; and
Proxy Form

–ENDS–

Authorised by the 4DMedical Board of Directors.

Contacts Corporate Administration Media Enquiries Investor Relations Company Secretary [email protected] [email protected] [email protected]

About 4DMedical

4DMedical Limited (ASX:4DX) is a cutting-edge global medical technology company revolutionizing respiratory care. By harnessing advanced imaging and AI-powered solutions, 4DMedical delivers unprecedented insights into lung function, enabling earlier and more precise diagnoses of respiratory diseases.

At the heart of 4DMedical’s innovation is its patented XV Technology®, a groundbreaking platform that dynamically quantifies ventilation throughout the lungs as patients breathe. This technology underpins the company’s FDA-cleared XV Lung Ventilation Analysis Software (XV LVAS®) and its CT LVAS™, empowering physicians to detect and monitor regional airflow abnormalities with unparalleled sensitivity.

4DMedical’s solutions integrate seamlessly into existing hospital infrastructure via its Software as a Service (SaaS) model, transforming routine imaging into powerful diagnostic tools.

In December 2023, 4DMedical expanded its leadership in medical imaging with the acquisition of Imbio , a pioneer in artificial intelligence solutions for chronic lung and cardiothoracic diseases. Imbio’s AI-driven platforms enhance physician productivity, improve diagnostic precision, and support personalized care, aligning seamlessly with 4DMedical’s mission to redefine respiratory healthcare.

To learn more, please visit www.4dmedical.com

The future of lung health

Melbourne Los Angeles Level 7 Melbourne Connect 21255 Burbank Boulevard 4DMedical Limited 700 Swanston Street Suite 120 ABN: 31 161 684 831 Carlton VIC 3053 Woodland Hills CA 91367 Email: [email protected] Tel: +61 (3) 9545 5940 Tel: +1 (818) 403-8490 www.4DMedical.com

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1 April 2025

Dear Shareholder,

2025 Extraordinary General Meeting

On behalf of the Board of Directors ( Board ), I am pleased to invite you to attend the 2025 Extraordinary General Meeting ( Meeting ) of 4DMedical Limited ACN 161 684 831 (the Company ) which will be held at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton Victoria 3053 ( Venue ) on Thursday, 1 May 2025 at 10:00am (AEST) (the Meeting ). Registration will open from 9.30am (AEST).

The Notice of Extraordinary General Meeting and Explanatory Statement ( Notice ) and other documents and information, which include details as to how to participate and vote at the Meeting, can be viewed or downloaded from the Company’s investor relations website at https://4dmedical.com/investor or on the Company's ASX market announcements page at www.asx.com.au (ASX:4DX).

We encourage shareholders to submit written questions and vote by directing your appointed proxy how to vote on your behalf prior to the Meeting by following the instructions set out in the Notice.

Your proxy form must be received by 10:00am (AEST) on Tuesday, 29 April 2025. Instructions for how to lodge the proxy form are set out in the Notice. To lodge your proxy electronically please visit: https://au.investorcentre.mpms.mufg.com .

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice.

The business of the Meeting will include:

Ratification of issue of Shares under the Placement
Approval of proposed issue of New Options under the Placement Options Offer and SPP Options Offer
Ratification of proposed issue of New Options to Sub-Underwriters

All proposed resolutions are explained in detail in the Notice.

If you have any difficulties obtaining a copy of the Notice, please contact the Company Secretary of 4DMedical Limited by telephone on + 61 3 9545 5940. For online voting enquiries, please contact the Company’s share registry, MUFG Corporate Markets, at [email protected].

Yours Faithfully,

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Lil Bianchi Chair

The future of lung health

Tel: +61 (3) 9545 5940

Tel: +1 (818) 403-8490 www.4DMedical.com

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Notice of Extraordinary General Meeting and Explanatory Statement

4DMedical Limited ACN 161 684 831 ( Company )

Extraordinary General Meeting of 4DMedical Limited to be held at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton VIC 3053 on Thursday, 1 May 2025 commencing at 10:00am (AEST).

This Notice of Extraordinary General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in any doubt as how to vote, they should seek advice from their own independent financial, taxation or legal adviser without delay.

Melbourne Los Angeles 4DMedical Limited Level 7, Melbourne Connect 21255 Burbank Boulevard ABN: 31 161 684 831 700 Swanston Street Suite 120 Email: [email protected] Carlton VIC 3053 Woodland Hills, 91367, CA Tel: +61 (3) 9545 5940 Tel: +1 (818) 403-8490 www.4DMedical.com

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Chair’s letter

Dear Shareholder

Attached to this letter is the Notice of Meeting ( Notice ) and Explanatory Statement for an Extraordinary General Meeting ( Meeting ) of the shareholders of the Company ( Shareholders ).

The Meeting will be held at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton VIC 3053 and will be held on Thursday, 1 May 2025 commencing at 10:00am (AEST).

The business of the Meeting will be to:

approve the ratification of the issue of Shares under the Placement;
approve the proposed issue of New Options under the Placement Options Offer and SPP Options Offer; and
approve the ratification of the proposed issue of New Options under the Sub-Underwriter Options Offer.

You are urged to consider carefully the Notice and Explanatory Statement before determining how you wish to vote on the resolutions.

If you cannot attend the Meeting, please vote online or ensure your paper proxy form is received by the Company's share registry as soon as possible and in any event by no later than 10:00am (AEST) on Tuesday, 29 April 2025.

Faithfully,

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Lil Bianchi

Non-Executive Director and Chair

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Notice of Extraordinary General Meeting

Notice is given that the 2025 Extraordinary General Meeting of the Shareholders of the Company will be held at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton VIC 3053, on Thursday, 1 May 2025 at 10:00am (AEST).

Resolutions

Resolution 1. Ratification of issue of Shares under the Placement

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

" That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue by the Company of Shares under the Placement, on the terms and conditions set out in the Explanatory Statement ."

Resolution 2. Approval of proposed issue of New Options under the Placement Options Offer and SPP Options Offer

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the proposed issue by the Company of New Options under the Placement Options Offer and the SPP Options Offer, on the terms and conditions set out in the Explanatory Statement. "

Resolution 3.

Ratification of proposed issue of New Options to Sub-Underwriters

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

" That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the proposed issue by the Company of New Options to Sub-Underwriters, on the terms and conditions set out in the Explanatory Statement ."

Voting exclusions

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolutions set out below by or on behalf of the following persons:

Resolution 1 – Ratification of

issue of Shares under the

a person who participated in the issue; or
an Associate of those persons.

Placement

Resolution 2 – Approval of proposed issue of New Options under the Placement Options Offer and SPP Options Offer

a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities); or
an Associate of those persons.

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Resolution 3 – Ratification of the • the Sub-Underwriters to the SPP Offer; or proposed issue of New Options • an Associate of those persons. to Sub-Underwriters

However, this does not apply to a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 1 April 2025

By order of the Board

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Company Secretary

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Instructions

Voting	The resolutions to be considered at the Meeting will be decided on a poll (and not on a show of hands). Shareholders may vote on the resolutions to be considered at the Meeting by appointing a proxy, who may (on their behalf) attend and participate in the Meeting. In accordance with regulation 7.11.37 of the_Corporations Regulations 2001_ (Cth), the Board has determined that persons who are registered holders of shares in the Company as at 10:00am (AEST) on Tuesday, 29 April 2025 will be entitled to attend and vote on the resolutions to be considered at the Meeting.
Proxies	A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy need not be a Shareholder and can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it: • appoints an individual as its corporate representative to exercise any of the powers the body corporate may exercise at general meetings of the Company, in accordance with section 250D of the Corporations Act; and • provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting. If satisfactory evidence of appointment as a corporate representative is not received by the Company before the Meeting, then the body corporate (through its corporate representative) will not be permitted to act as your proxy. If a Shareholder is entitled to cast two or more votes at the Meeting, it may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes. The proxy form (and, if the appointment is signed by the appointer’s attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company’s share registry, by 10:00am (AEST) on Tuesday, 29 April 2025. Instructions for completing the proxy form are outlined on the proxy form. The completed proxy form may be returned by: • posting it in the reply-paid envelope provided;

Voting

The resolutions to be considered at the Meeting will be decided on a poll
(and not on a show of hands). Shareholders may vote on the resolutions to
be considered at the Meeting by appointing a proxy, who may (on their
behalf) attend and participate in the Meeting.
In accordance with regulation 7.11.37 of the_Corporations Regulations 2001_
(Cth), the Board has determined that persons who are registered holders of
shares in the Company as at 10:00am (AEST) on Tuesday, 29 April 2025 will
be entitled to attend and vote on the resolutions to be considered at the
Meeting.

Proxies

A Shareholder who is entitled to attend and vote at the Meeting may
appoint a proxy to attend and vote at the Meeting on their behalf. A proxy
need not be a Shareholder and can be either an individual or a body
corporate. Should you appoint a body corporate as your proxy, that body
corporate will need to ensure that it:
•
appoints an individual as its corporate representative to exercise
any of the powers the body corporate may exercise at general
meetings of the Company, in accordance with section 250D of the
Corporations Act; and
•
provides satisfactory evidence of the appointment of its corporate
representative prior to commencement of the Meeting.
If satisfactory evidence of appointment as a corporate representative is not
received by the Company before the Meeting, then the body corporate
(through its corporate representative) will not be permitted to act as your
proxy.
If a Shareholder is entitled to cast two or more votes at the Meeting, it may
appoint two proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the proxy appointments do not
specify the proportion or number of the Shareholder’s votes that each proxy
may exercise, each proxy may exercise half of the Shareholder’s votes.
The proxy form (and, if the appointment is signed by the appointer’s
attorney, the authority under which it was signed or a certified copy of the
authority) must be received by the Company’s share registry, by 10:00am
(AEST) on Tuesday, 29 April 2025.
Instructions for completing the proxy form are outlined on the proxy form.
The completed proxy form may be returned by:
•
posting it in the reply-paid envelope provided;

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	• posting it to 4DMedical Limited c/– MUFG Corporate Markets, Mail Operations, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta, NSW 2150; • faxing it to MUFG Corporate Markets on 61 2 9287 0309; • hand delivering it to MUFG Corporate Markets, Tower 4, 727 Collins Street, Docklands VIC 3000 during business hours of 9.00am – 5.00pm (Melbourne time); • lodging it online athttps://au.investorcentre.mpms.mufg.comin accordance with the instructions provided on the website. You will need your HIN or SRN to lodge your proxy form online. If a Shareholder appointing a proxy directs the proxy how to vote on a resolution to be considered at the Meeting, the proxy may only vote on the resolution in accordance with that direction. If a Shareholder appointing a proxy does not direct the proxy how to vote on the resolution to be considered at the Meeting, the proxy may vote on the resolution how he/she thinks fit. The Constitution provides that where the appointment of a proxy has not named the proxy or proxies in whose favour it is given, the instrument is treated as given in favour of the Chair of the meeting. If a Shareholder appoints the Chair of the Meeting as the Shareholder’s proxy and does not specify how the Chair of the Meeting is to vote on a resolution to be considered at the Meeting, the Chair of the Meeting will vote, as a proxy for that Shareholder, in favour of the resolution. MUFG Corporate Markets will contact proxyholders via email on the day prior to the Meeting to provide them with the proxy code that they will need to attend and participate in the Meeting in person.
Appointing the Chair as proxy	If you appoint the chair of the Meeting as your proxy or the chair of the Meeting is appointed as your proxy by default and you do not direct the Chair how to vote on a particular item, the chair will vote on that item as he sees fit. The Chair intends to vote all available proxies in favour of each resolution in the Notice.
Body corporate representative	A Shareholder of the Company who is a body corporate and who is entitled to attend and vote at the Meeting, or a validly appointed proxy who is a bodycorporate and who is appointed bya Shareholder of the Company

•
posting it to 4DMedical Limited c/– MUFG Corporate Markets, Mail
Operations, Parramatta Square, Level 22, Tower 6, 10 Darcy Street,
Parramatta, NSW 2150;
•
faxing it to MUFG Corporate Markets on 61 2 9287 0309;
•
hand delivering it to MUFG Corporate Markets, Tower 4, 727 Collins
Street, Docklands VIC 3000 during business hours of 9.00am –
5.00pm (Melbourne time);
•
lodging it online athttps://au.investorcentre.mpms.mufg.comin
accordance with the instructions provided on the website. You will
need your HIN or SRN to lodge your proxy form online.
If a Shareholder appointing a proxy directs the proxy how to vote on a
resolution to be considered at the Meeting, the proxy may only vote on the
resolution in accordance with that direction. If a Shareholder appointing a
proxy does not direct the proxy how to vote on the resolution to be
considered at the Meeting, the proxy may vote on the resolution how he/she
thinks fit.
The Constitution provides that where the appointment of a proxy has not
named the proxy or proxies in whose favour it is given, the instrument is
treated as given in favour of the Chair of the meeting.
If a Shareholder appoints the Chair of the Meeting as the Shareholder’s
proxy and does not specify how the Chair of the Meeting is to vote on a
resolution to be considered at the Meeting, the Chair of the Meeting will
vote, as a proxy for that Shareholder, in favour of the resolution.
MUFG Corporate Markets will contact proxyholders via email on the day
prior to the Meeting to provide them with the proxy code that they will need
to attend and participate in the Meeting in person.

Appointing the Chair
as proxy

If you appoint the chair of the Meeting as your proxy or the chair of the
Meeting is appointed as your proxy by default and you do not direct the
Chair how to vote on a particular item, the chair will vote on that item as
he sees fit.
The Chair intends to vote all available proxies in favour of each resolution
in the Notice.

Body corporate
representative

A Shareholder of the Company who is a body corporate and who is entitled
to attend and vote at the Meeting, or a validly appointed proxy who is a
bodycorporate and who is appointed bya Shareholder of the Company

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	entitled to attend and vote at the Meeting, may appoint a person to act as its representative at the Meeting by providing that person with: (a) a letter or certificate, executed in accordance with the body corporate's constitution, authorising the person as the representative; or (b) a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.
How to vote prior to the Meeting	Shareholders may appoint a proxy online at http://au.investorcentre.mpms.mufg.com.
How to vote at the Meeting	The Shareholders will have an opportunity to participate at the Meeting. You will be able to vote in real time and ask questions between the commencement of the Meeting 10:00am (AEST) on Thursday 1 May 2025 and the closure of voting as announced by the Chair of the Meeting.
How to submit questions prior to the Meeting	Shareholders are encouraged to submit questions regarding the items of business ahead of the Meeting to the Company, as there may not be sufficient time to respond to all questions raised during the Meeting. Questions may be submitted online at http://au.investorcentre.mpms.mufg.comby logging into your holding, selecting vote and then ‘ask a question’.

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Explanatory Statement

1. Background

1.1 Introduction

The Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of the Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions set out in the accompanying Notice. It explains the resolutions and identifies the Board's reasons for putting them to Shareholders.

1.2 Action to be taken by Shareholders

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the resolutions set out in the Notice.

All Shareholders are invited and encouraged to attend the Meeting. If Shareholders are unable to participate in the Meeting, a proxy form should be completed either as a hard copy or online through the MUFG voting portal. Lodgement of an electronic proxy form will not preclude a Shareholder from attending the Meeting and voting at the Meeting, but the person appointed as the proxy must not exercise the rights conferred by the electronic proxy form.

2. Capital raising

As announced to the market on 21 February 2025, the Company undertook a capital raising comprised of

a placement of Shares to professional and sophisticated investors at an offer price of $0.425 per New Share to raise up to $5.5 million ( Placement ), which completed on 28 February 2025; and
an underwritten securities purchase plan of Shares to certain eligible Shareholders pursuant to ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 for up to $30,000 worth of New Shares to raise $7 million, which closed on 18 March 2025 ( SPP Offer ).

In connection with the above capital raising, the Company has also made the following offers:

an offer to participants in the Placement ( Placement Participants ) to apply for options on the terms set out in Schedule 1 ( New Options ) on the basis of 1 New Option for nil consideration for every 1 Share issued under the Placement ( Placement Options Offer );
an offer to participants in the SPP Offer ( SPP Participants ) to apply for 1 New Option for nil consideration for every 1 Share issued under the SPP Offer ( SPP Options Offer );

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an offer to sub-underwriters to the SPP Offer ( Sub-Underwriters ) of 5,000,000 New Options ( Sub-Underwriter Options Offer ) on the basis of approximately 0.714 New Options for every $1.00 of sub-underwriting commitment secured for the SPP Offer; and
a further offer of options on the terms set out in Schedule 2 ( Piggyback Options ) to holders of New Options ( Eligible Optionholder ), on the basis of 1 Piggyback Option for nil consideration for every 1 New Option exercised by an Eligible Optionholder ( Piggyback Options Offer )

Subject to satisfying the ASX conditions for quotation of securities, the Company intends to apply for Official Quotation of the New Options and the Piggyback Options.

The issue of the New Options under the Placement Options Offer and the SPP Options Offer will be conditional upon the Company obtaining shareholder approval at this Meeting pursuant to Resolution 2. Given the Piggyback Options will only be issued to holders of New Options that are validly exercised, the issue of Piggyback Options associated with the issue of New Options under the Placement Options Offer and the SPP Options Offer, will not proceed if Shareholder approval is not obtained for the issue of underlying New Options pursuant to Resolution 2.

The Sub-Underwriter Options Offer (and the issue of associated Piggyback Options) will be undertaken pursuant to the Company’s available placement capacity under ASX Listing Rule 7.1, and is not subject to Shareholder approval. However, the Company is seeking Shareholder approval pursuant to Resolution 3 to ratify the proposed issue of New Options and Piggyback Options to the Sub-Underwriters under the Sub-Underwriter Options Offer.

Further information regarding the Placement and SPP Offer can be found in the Company’s market announcement regarding the capital raise on 21 February 2025 and the SPP Offer booklet issued by the Company on 25 February 2025.

Further information regarding the Placement Options Offer, the SPP Options Offer, the SubUnderwriter Options Offer and the Piggyback Options Offer (collectively, the Options Offers ) can be found in the prospectus issued by the Company dated Tuesday, 25 March 2025.

3. Resolutions

3.1 Resolution 1 – Ratification of the issue of Shares under the Placement

As noted in section 2 of this Explanatory Statement above, the Company completed the Placement on 28 February 2025 and issued 12,941,176 new Shares at an issue price of $0.425 per Share ( Placement Issue ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Placement Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the Placement Issue, being 28 February 2025.

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Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 1 seeks shareholder approval for the Placement Issue under Listing Rule 7.4.

If Resolution 1 is passed, the Placement Issue will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the date of the Placement Issue, being 28 February 2025.

If Resolution 1 is not passed, the Placement Issue will be included in calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the date of the Placement Issue, being 28 February 2025.

Information required under Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to the approval of the Placement Issue under Resolution 1.

Listing Rule	Required Disclosure
7.5.1	The Company issued Shares under the Placement to sophisticated and professional investors in Australia, New Zealand and Hong Kong. The Company confirms that none of the recipients of the Shares are related parties of the Company or a material investor for the purposes of section 7.4 of ASX Guidance Note 21.
7.5.2	The Company issued a total of 12,941,176 Shares under the Placement.
7.5.3	The Shares issued pursuant to the Placement Issue are fully paid ordinary shares.
7.5.4	The Shares were issued on 28 February 2025.
7.5.5	The Shares were issued at an issue price of $0.425 per Share, raising a total of $5.5 million (before costs).
7.5.6	The purpose of the Placement Issue was to raise funds for commercialisation requirements and for general working capital.
7.5.7	The Shares issued pursuant to the Placement Issue were not issued under an agreement.

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Listing Rule	Required Disclosure
7.5.8	Please refer to the voting exclusion statements for Resolution 1 set out in the Notice.

Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

3.2 Resolution 2 – Approval for the proposed issue of New Options under the Placement Options Offer and SPP Options Offer

As noted in section 2 of this Explanatory Statement above, the Company seeks to issue the following New Options under the Placement Options Offer and the SPP Options Offer:

12,941,176 New Options to Placement Participants pursuant to the Placement Options Offer; and
23,342,943 New Options to SPP Participants pursuant to the SPP Options Offer.

The proposed issue of the New Options to Placement Participants and SPP Participants ( New Options Issue ) is subject to the Company obtaining Shareholder approval pursuant to this Resolution 2.

As summarised in the Explanatory Statement for Resolution 1 above, Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The New Options Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s Shareholders under Listing Rule 7.1.

This Resolution 2 seeks the required Shareholder approval for the New Option Issue under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the New Option Issue. In addition, the issue of New Options under the Placement Options Offer and the SPP Options Offer, as well as the Shares and Piggyback Options that will be issued upon the valid exercise of any such New Options, will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the New Option Issue. In addition, given the New Options under the Placement Options Offer and the SPP Options Offer will not occur, the Company will not proceed with the issue of any Piggyback Options associated with the exercise of underlying New Options.

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Information required under Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the proposed issue of New Options under the Placement Options Offer and the SPP Options Offer under Resolution 2.

Listing Rule	Required Disclosure
7.3.1	The Company is proposing to issue New Options: • to Placement Participants under the Placement Options Offer; and • to SPP Participants under the SPP Options Offer.
7.3.2	The number of New Options that the Company proposes to issue is: • 12,941,176 New Options under the Placement; and • 23,342,943 New Options under the SPP Offer.
7.3.3	The terms of issue of the New Options are set out in Schedule 1. When validly exercised, each New Option is exercisable for the issue of 1 Share and 1 Piggyback Option. The terms of issue of the Piggyback Options are set out in Schedule 2.
7.3.4	If Resolution 2 is passed, the Board intends to issue the New Options on Friday, 2 May 2025, or in any event, within 3 months of the date of the Meeting.
7.3.5	The New Options will be issued for nil consideration.
7.3.6	The New Options are being issued: • to provide the Company with a potential source of additional capital if the New Options are exercised; and • to raise funds incrementally, such that the Company will receive funds from the exercise of any New Options during the approximately 9-month period in which those New Options are able to be exercised and converted into Shares and Piggyback Options. The Company intends to use any funds raised upon the exercise of the New Options for general working capital purposes.
7.3.7	The New Options are not being issued under an agreement.
7.3.8	The New Options are not being issued under, or to fund, a reverse takeover.
7.3.9	Please refer to the voting exclusion statements for Resolution 2 set out in the Notice.

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Recommendation

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

3.3 Resolution 3 – Ratification of the proposed issue of New Options under the Sub-Underwriter Options Offer

As noted in section 2 of this Explanatory Statement above, the Company has agreed to issue 5,000,000 New Options to the Sub-Underwriters under the SPP Offer. Under their terms of issue, the holder of each New Option is entitled to receive 1 Share and 1 Piggyback Option upon the valid exercise of each New Option.

The proposed issue of New Options to the Sub-Underwriters ( Sub-Underwriter Issue ) does not fit within any of these exceptions and, as it has not yet been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the proposed date of the Sub-Underwriter Issue, being 2 May 2025.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 3 seeks shareholder approval for the Placement Issue under Listing Rule 7.4.

If Resolution 3 is passed, the Sub-Underwriter Issue will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the proposed date of the Sub-Underwriter Issue, being 2 May 2025. In addition, the issue of the Shares and Piggyback Options that will be issued upon the valid exercise of any such New Options, will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Sub-Underwriter Issue, as well as the associated issue of Piggyback Options thereunder, will be included in calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of the Placement Issue, being 28 February 2025.

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Information required under Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to the approval of the Sub-Underwriter Issue under Resolution 3.

Listing Rule	Required Disclosure
7.5.1	The Company proposes to issue the New Options under the Sub-Underwriter Issue to sub-underwriters of the SPP Offer. The Company confirms that none of the recipients of the New Options are related parties of the Company or a material investor for the purposes of section 7.4 of ASX Guidance Note 21.
7.5.2	The Company proposes to issue up to 5,000,000 New Options under the Sub- Underwriter Issue.
7.5.3	The terms of issue of the New Options are set out in Schedule 1. When validly exercised, each New Option is exercisable for the issue of 1 Share and 1 Piggyback Option. The terms of issue of the Piggyback Options are set out in Schedule 2.
7.5.4	If Resolution 3 is passed, the Board intends to issue the New Options on Friday, 2 May 2025, or in any event, within 3 months of the date of the Meeting.
7.5.5	The New Options will be issued for nil consideration.
7.5.6	The proposed issue of New Options under the Sub-Underwriter Issue is consideration for the Sub-Underwriters agreeing to provide sub- underwriting commitments to support the SPP Offer.
7.5.7	The New Options proposed to be issued under the Sub-Underwriter Issue are being issued pursuant to an underwriting agreement entered into between the Company and Bell Potter Securities Limited ACN 006 390 772, being the underwriter to the SPP Offer (Underwriting Agreement). A summary of the material terms of the Underwriting Agreement are contained in the investor presentation released by the Company on 21 February 2025.
7.5.8	Please refer to the voting exclusion statements for Resolution 3 set out in the Notice.

Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

$, A$ or AUD means Australian Dollars;

AEST means Australian Eastern Standard Time;

ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

Associate has the meaning given to that term in ASX Listing Rule 19.12;

Board means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

Business Day means Monday to Friday inclusive, except public holidays and any other day that ASX declares is not a business day;

Chair means the person appointed to chair the Meeting of the Company convened by the Notice;

Company means 4DMedical Limited ACN 161 684 831;

Constitution means the constitution of the Company as at the date of the Meeting;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a Director of the Company;

Eligible Optionholder has the meaning given to that term in section 2 of this Explanatory Statement;

Explanatory Statement means the explanatory statement which forms part of the Notice;

Listing Rules means the Listing Rules of the ASX;

Meeting has the meaning given in the introductory paragraph of the Notice;

New Option means an Option on the terms set out in Schedule 1;

Notice means the Notice of Meeting accompanying this Explanatory Statement;

Option means an option to acquire a Share;

Options Offers has the meaning given to that term in section 2 of this Explanatory Statement;

Piggyback Option means an Option on the terms set out in Schedule 2;

Placement has the meaning given to that term in section 2 of this Explanatory Statement;

Placement Issue has the meaning given to that term in section 3.1 of this Explanatory Statement;

Placement Options Offer has the meaning given to that term in section 2 of this Explanatory Statement;

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Placement Participant has the meaning given to that term in section 2 of this Explanatory Statement;

Proxy Form means the proxy form attached to the Notice;

Share means a fully paid ordinary share in the capital of the Company;

Shareholder means a holder of Shares;

SPP Offer has the meaning given to that term in section 2 of this Explanatory Statement;

SPP Options Offer has the meaning given to that term in section 2 of this Explanatory Statement; and

Sub-Underwriting Options Offer has the meaning given to that term in section 2 of this Explanatory Statement.

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Schedule 1 – New Option Terms

The New Options entitle the holder to receive Shares and Piggyback Options on the following terms and conditions:

(a) Entitlement

(i) Each New Option entitles the holder to subscribe for, and be allotted, 1 fully paid Share and 1 Piggyback Option in the capital of the Company.
(ii) Shares issued on the exercise of New Options will rank equally with all existing Shares on issue as at the exercise date, will be issued free of any encumbrances and will be subject to the provisions of the Constitution of the Company.
(iii) In addition to the issue of Shares, each exercised New Option will entitle the holder to be issued 1 Piggyback Option, for no additional consideration, for each New Option exercised. The Piggyback Options will be issued subject to the terms and conditions set out Schedule 2 of this Notice.

(b) Exercise of New Option

(i) The New Options are exercisable at any time from the issue date.
(ii) The New Options expire on the earlier of:
(A) 28 February 2026; and
(B) the date being 30 days from the date of the FDA Announcement,

( New Option Expiry Date ).

(iii) The exercise price per New Option is $0.55 ( New Option Exercise Price ).
(iv) Each New Option is exercisable by the holder signing and delivering a notice of exercise of option prior to the New Option Expiry Date together with the New Option Exercise Price in full for each Share to be issued upon exercise of each New Option to the Share Registry ( New Option Exercise Notice ). Unless a holder is exercising all of their New Options, New Options must be exercised in parcels of not less than 1,000.
(v) In order for a New Option Exercise Notice to be valid, the Company must receive in cleared funds before the New Option Expiry Date, payment of an amount of money equal to the New Option Exercise Price for the number of New Options to which the New Option Exercise Notice relates by way of bank cheque or by other means of payment approved by the Company. If the amount of money paid is less than the New Option Exercise Price for the number of New Options to which the New Option Exercise Notice relates, the Company may in its discretion elect to treat the New Option Exercise Notice as a New Option Exercise Notice for such lower amount of New Options.
(vi) Remittances must be made payable to ‘4DMedical Limited’.
(vii) All New Options will lapse on the earlier of:

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(A) the receipt by the Company of notice from the holder that the holder has elected to surrender the New Option; and
(B) the New Option Expiry Date.
(viii) In the event of liquidation of the Company, all unexercised New Options will lapse.
(ix) The terms and the rights and obligations of the holders are governed by the laws of Victoria, Australia. Each holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Victoria, Australia.

(c) Issue of Shares and Piggyback Options

Upon receipt of a valid New Option Exercise Notice (accompanied by the applicable New Option Exercise Price monies), the Company must issue both the number of Shares and the number of Piggyback Options equal to the number of New Options the subject of valid New Option Exercise Notices as soon as reasonably practicable and no later than 5 Business Days.

(d)

Constitution

Each holder who exercises New Options consents to becoming a member of the Company, and agrees to be bound by the Constitution of the Company upon the issue of the new Shares and be recorded in the Company’s register of members as the registered holder of the new Shares.

(e)

Quotation

If the Shares of the Company are quoted on the ASX:

(i) subject to meeting the requirements of the ASX Listing Rules for Quotation (as defined in the ASX Listing Rules) of a new class of securities, the Company will apply to the ASX for, and will use its best endeavours to obtain Quotation on the ASX of all New Options; and
(ii) the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any New Options within 10 Business Days (as defined in the ASX Listing Rules) of issue.

The Company gives no assurance that such quotation of New Options or any Shares issued on the exercise of any New Options will be granted.

(f)

Restrictions on transfer

Until such time as Official Quotation of the New Options is granted (if at all), the New Options are not capable of being transferred, sold, mortgaged, charged, hedged or made subject to any margin lending arrangement or otherwise disposed of or dealt with or encumbered in any way, and the New Options will lapse immediately if any such thing purports to occur.

(g) Dividends and voting

(i) The New Options do not provide the holder any entitlement to dividends or other distributions.
(ii) The New Options do not entitle the holder to receive notice of, attend or vote at, any meeting of the Company’s Shareholders.

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(h) Participation in securities issues

Subject to paragraph (i) below, the holder is not entitled to participate in new issues of securities without exercising the New Options.

(i) Participation in a reorganisation of capital

(i) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of the capital of the Company), the rights of a holder will be changed in accordance with the ASX Listing Rules applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the New Options do not result in any benefit being conferred on the holder which is not conferred on Shareholders of the Company.
(ii) In any reorganisation referred to in paragraph (i)(i) above, New Options will be treated in the following manner:
(A) in the event of a consolidation of the share capital of the Company, the number of New Options will be consolidated in the same ratio as the ordinary share capital of the Company and the New Option Exercise Price will be amended in inverse proportion to that ratio;
(B) in the event of a subdivision of the share capital of the Company, the number of New Options will be subdivided in the same ratio as the ordinary share capital of the Company and the New Option Exercise Price will be amended in inverse proportion to that ratio;
(C) in the event of a return of the share capital of the Company, the number of New Options will remain the same and the New Option Exercise Price will be reduced by the same amount as the amount returned in relation to each Share;
(D) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of New Options and the New Option Exercise Price will remain unaltered;
(E) in the event of a pro-rata cancellation of Shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the New Option Exercise Price will be amended in inverse proportion to that ratio; and
(F) in the event of any other reorganisation of the issued capital of the Company, the number of New Options or the New Option Exercise Price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the holder which are not conferred on Shareholders.

(j) Application of ASX Listing Rules

While the Company is admitted to the official list of ASX, the New Options and any Shares issued on exercise of the New Options are subject always to the provisions of the Constitution of the Company and the ASX Listing Rules and to the extent of any inconsistency between these terms and conditions, the Constitution of the Company and the ASX Listing Rules, the ASX Listing Rules will prevail.

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Schedule 2 – Piggyback Option Terms

A summary of the key rights attaching to the Piggyback Options is set out below. The provisions of the Constitution relating to the rights attaching to the Piggyback Options must be read subject to the Corporations Act, the ASX Listing Rules and ASX Settlement Operating Rules. This summary is not intended to be exhaustive and does not constitute a definitive statement of the rights, liabilities and restrictions attaching to the Piggyback Options.

(a) Entitlement

(i) Each Piggyback Option entitles the holder to subscribe for, and be allotted, 1 fully paid Share in the capital of the Company.
(ii) Shares issued on the exercise of Piggyback Options will rank equally with all existing Shares on issue as at the exercise date, will be issued free of any encumbrances and will be subject to the provisions of the Constitution of the Company.

(b) Exercise of Piggyback Option

(i) The Piggyback Options are exercisable at any time from the issue date.
(ii) The Piggyback Options expire on the earlier of:
(A) 29 February 2028; and
(B) the date being 2 years from the date of the FDA Announcement,

( Piggyback Option Expiry Date ).

(iii) The exercise price per Piggyback Option is $0.75 ( Piggyback Option Exercise Price ).
(iv) Each Piggyback Option is exercisable by the holder signing and delivering a notice of exercise of option prior to the Piggyback Option Expiry Date together with the Piggyback Option Exercise Price in full for each Share to be issued upon exercise of each Piggyback Option to the Share Registry ( Piggyback Option Exercise Notice ). Unless a holder is exercising all of their Piggyback Options, Piggyback Options must be exercised in parcels of not less than 1,000.
(v) In order for a Piggyback Option Exercise Notice to be valid, the Company must receive in cleared funds before the Piggyback Option Expiry Date, payment of an amount of money equal to the Piggyback Option Exercise Price for the number of Piggyback Options to which the Piggyback Option Exercise Notice relates by way of bank cheque or by other means of payment approved by the Company. If the amount of money paid is less than the Piggyback Option Exercise Price for the number of Piggyback Options to which the Piggyback Option Exercise Notice relates, the Company may in its discretion elect to treat the Piggyback Option Exercise Notice as a Piggyback Option Exercise Notice for such lower amount of Piggyback Options.
(vi) Remittances must be made payable to ‘4DMedical Limited’.
(vii) All Piggyback Options will lapse on the earlier of:

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(A) the receipt by the Company of notice from the holder that the holder has elected to surrender the Piggyback Option; and
(B) the Piggyback Option Expiry Date.
(viii) In the event of liquidation of the Company, all unexercised Piggyback Options will lapse.
(ix) The terms and the rights and obligations of the holders are governed by the laws of Victoria, Australia. Each holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Victoria, Australia.

(c)

Issue of Shares

Upon receipt of a valid Piggyback Option Exercise Notice (accompanied by the applicable Piggyback Option Exercise Price monies), the Company must issue the number of Shares equal to the number of Piggyback Options the subject of valid Piggyback Option Exercise Notices as soon as reasonably practicable and no later than 5 Business Days.

(d)

Constitution

Each holder who exercises Piggyback Options consents to becoming a member of the Company, and agrees to be bound by the Constitution of the Company upon the issue of the new Shares and be recorded in the Company’s register of members as the registered holder of the new Shares.

(e) Quotation

(i) If the Shares are quoted on the ASX:
(A) subject to meeting the requirements of the ASX Listing Rules for Quotation (as defined in the ASX Listing Rules) of a new class of securities, the Company will apply to the ASX for, and will use its best endeavours to obtain Quotation on the ASX of all Piggyback Options; and
(B) the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Piggyback Options within 10 Business Days (as defined in the ASX Listing Rules) of issue.
(ii) The Company gives no assurance that such quotation of Piggyback Options or any Shares issued on the exercise of any Piggyback Options will be granted.

(f)

Restrictions on transfer

Until such time as Official Quotation of the Piggyback Options is granted (if at all), the Piggyback Options are not capable of being transferred, sold, mortgaged, charged, hedged or made subject to any margin lending arrangement or otherwise disposed of or dealt with or encumbered in any way, and the Piggyback Options will lapse immediately if any such thing purports to occur.

(g) Dividends and voting

(i) The Piggyback Options do not provide the holder any entitlement to dividends or other distributions.

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(ii) The Piggyback Options do not entitle the holder to receive notice of, attend or vote at, any meeting of the Company’s Shareholders.

(h) Participation in securities issues

Subject to paragraph (i) below, the holder is not entitled to participate in new issues of securities without exercising the Piggyback Options.

(i) Participation in a reorganisation of capital

(i) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of the capital of the Company), the rights of a holder will be changed in accordance with the ASX Listing Rules applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the Piggyback Options do not result in any benefit being conferred on the holder which is not conferred on Shareholders of the Company.
(ii) In any reorganisation referred to in paragraph (i)(i) above, Piggyback Options will be treated in the following manner:
(A) in the event of a consolidation of the share capital of the Company, the number of Piggyback Options will be consolidated in the same ratio as the ordinary share capital of the Company and the Piggyback Option Exercise Price will be amended in inverse proportion to that ratio;
(B) in the event of a subdivision of the share capital of the Company, the number of Piggyback Options will be subdivided in the same ratio as the ordinary share capital of the Company and the Piggyback Option Exercise Price will be amended in inverse proportion to that ratio;
(C) in the event of a return of the share capital of the Company, the number of Piggyback Options will remain the same and the Piggyback Option Exercise Price will be reduced by the same amount as the amount returned in relation to each Share;
(D) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of Piggyback Options and the Piggyback Option Exercise Price will remain unaltered;
(E) in the event of a pro-rata cancellation of Shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the Piggyback Option Exercise Price will be amended in inverse proportion to that ratio; and
(F) in the event of any other reorganisation of the issued capital of the Company, the number of Piggyback Options or the Piggyback Option Exercise Price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the holder which are not conferred on Shareholders.

(j) Application of ASX Listing Rules

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While the Company is admitted to the official list of ASX, the Piggyback Options and any Shares issued on exercise of the Piggyback Options are subject always to the provisions of the Constitution of the Company and the ASX Listing Rules and to the extent of any inconsistency between these terms and conditions, the Constitution of the Company and the ASX Listing Rules, the ASX Listing Rules will prevail.

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----- Start of picture text -----

ACN 161 684 831
----- End of picture text -----

LODGE YOUR VOTE

ONLINE  https://au.investorcentre.mpms.mufg.com BY MAIL  4DMedical Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a member(s) of 4DMedical Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am (AEST) on Thursday, 01 May 2025 at Melbourne Connect Superfloor, Room M.03, 700 Swanston Street, Carlton VIC 3053 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain *
1 Ratification of issue of Shares under the Placement

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2 Approval of proposed issue of New Options under the Placement Options Offer and SPP Options Offer
3 Ratification of proposed issue of New Options to Sub-Underwriters
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

4DX PRX2501A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Tuesday, 29 April 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

https://au.investorcentre.mpms.mufg.com

into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



4DMedical Limited

C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

in business hours (Monday to Friday, 9:00am–5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Extraordinary General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

AI assistant

4DMEDICAL LIMITED — Proxy Solicitation & Information Statement 2025

64259_rns_2025-03-31_5080a378-f09d-431a-8e58-e6132462b353.pdf

Notice of General Meeting and Related Documents

1 April 2025

–ENDS–

About 4DMedical

2025 Extraordinary General Meeting

Notice of Extraordinary General Meeting and Explanatory Statement

Chair’s letter

Lil Bianchi

Notice of Extraordinary General Meeting

Resolutions

Resolution 1. Ratification of issue of Shares under the Placement

Resolution 2. Approval of proposed issue of New Options under the Placement Options Offer and SPP Options Offer

Resolution 3.

Ratification of proposed issue of New Options to Sub-Underwriters

Voting exclusions

Resolution 1 – Ratification of

Resolution 3 – Ratification of the • the Sub-Underwriters to the SPP Offer; or proposed issue of New Options • an Associate of those persons. to Sub-Underwriters

Instructions

Explanatory Statement

1. Background

1.1 Introduction

1.2 Action to be taken by Shareholders

2.

Capital raising

3. Resolutions

3.1 Resolution 1 – Ratification of the issue of Shares under the Placement

Information required under Listing Rule 7.5

Recommendation

3.2 Resolution 2 – Approval for the proposed issue of New Options under the Placement Options Offer and SPP Options Offer

Information required under Listing Rule 7.3

Recommendation

3.3 Resolution 3 – Ratification of the proposed issue of New Options under the Sub-Underwriter Options Offer

Information required under Listing Rule 7.5

Recommendation

GLOSSARY

Corporations Act means the Corporations Act 2001 (Cth);

Schedule 1 – New Option Terms

(a) Entitlement

(b) Exercise of New Option

( New Option Expiry Date ).

(c) Issue of Shares and Piggyback Options

(d)

Constitution

(e)

Quotation

(f)

Restrictions on transfer

(g) Dividends and voting

(h) Participation in securities issues

(i) Participation in a reorganisation of capital

(j) Application of ASX Listing Rules

Schedule 2 – Piggyback Option Terms

(a) Entitlement

(b) Exercise of Piggyback Option

( Piggyback Option Expiry Date ).

(c)

Issue of Shares

(d)

Constitution

(e) Quotation

(f)

Restrictions on transfer

(g) Dividends and voting

(h) Participation in securities issues

(i) Participation in a reorganisation of capital

(j) Application of ASX Listing Rules

LODGE YOUR VOTE

X99999999999

X99999999999

PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

Resolutions

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

YOUR NAME AND ADDRESS

APPOINTMENT OF PROXY

DEFAULT TO CHAIRMAN OF THE MEETING

4DMEDICAL LIMITED Proxy Solicitation & Information Statement 2025