ADHERIUM LIMITED — M&A Activity 2021

Jun 16, 2021

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17 June 2021

Adherium Limited Collins Square, Tower 4 Level 18, 727 Collins Street Melbourne VIC 3000 Australia

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Adherium Shareholder

UNSOLICITED OFF-MARKET TAKEOVER OFFER BY RESPIRI

You should recently have received from Respiri Limited ACN 009 234 173 (Respiri) an unsolicited, conditional off-market, all-scrip offer to acquire your Adherium Shares. The offer document was mailed to Adherium shareholders by Respiri on 15 June 2021.

The Adherium Board unanimously recommends that Shareholders REJECT Respiri’s unsolicited, opportunistic and conditional Offer. TO REJECT THE OFFER, DO NOTHING.

Respiri is only offering their shares as consideration for your Adherium Shares - one (1) Respiri Share for every seven (7) Adherium Shares you hold (Offer).

Respiri is also not offering a premium for your shares based on current market prices. As at 15 June 2021 Adherium shares closed at 1.8 cents per share, and Respiri shares closed at 7.5 cents per share, or an implied value of 1.1 cents per Adherium share on a 1:7 basis. If you accept the Offer, you will only receive one Respiri share for every seven Adherium shares, meaning Respiri will acquire your shares at a 40.5% discount based on the above closing prices.

Adherium will soon be mailing its Target's Statement to you, which will reiterate the unanimous recommendation of your Directors to REJECT Respiri's unsolicited, opportunistic and conditional Offer and set out the reasons for making that recommendation.

Yours sincerely,

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James Ward-Lilley Chairman Adherium Limited

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