Avecho Biotechnology Limited Annual General Meeting

The Avecho Biotechnology Limited Annual General Meeting will be held on Tuesday, 26 May 2026 at 1:00pm (AEST). You are encouraged to participate in the meeting using the following options:

MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

Control Number: 999999

SRN/HIN: I9999999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 1:00pm (AEST) on Sunday, 24 May 2026.

ATTENDING THE MEETING IN PERSON

The meeting will be held at:

Grant Thornton, Collins Square, Tower 5, Level 22, 727 Collins Street, Melbourne, VIC 3008

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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Avecho

AVECHO BIOTECHNOLOGY LIMITED
ACN 056 482 403

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:
Tuesday, 26 May 2026

Time of Meeting:
1.00pm (AEST)

Place of Meeting:
Grant Thornton
Collins Square, Tower 5
Level 22, 727 Collins Street
Melbourne, VIC 3008

In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (AGM Materials) will be circulated, unless Shareholders have elected to receive the AGM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company's website https://avecho.com.au/.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

AVECHO BIOTECHNOLOGY LIMITED
ACN 056 482 403
Registered Office: Unit A8, 2A Westall Road, Clayton, VIC 3168

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM or Meeting) of Shareholders of Avecho Biotechnology Limited (the Company) will be held with the following persons:

The Explanatory Statement and Proxy Form which accompany, and form part of, this Notice include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety. Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

ORDINARY BUSINESS

Receipt and Consideration of Financial Statements and Reports

To receive and consider the Annual Report of the Company for the financial year ended 31 December 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.

There is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

"That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 31 December 2025 be adopted."

Resolution 2: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company

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

"That, for the purposes of clause 20.1 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Matthew Patrick McNamara, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Renewal of Avecho Biotechnology Limited Equity Incentive Plan

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

"That, under and for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, approval is given for the Company to issue Equity Securities under the Company's Equity Incentive Plan as an exception to Listing Rule 7.1 on the terms and conditions as set out or described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Resolution 4: Ratification of prior Issue of 182,653,633 Shares under Placement

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm the allotment and issue of 182,653,633 fully paid ordinary shares in the Company on 3 November 2025 at an issue price of $0.005 per Share under the Placement to institutional and sophisticated investors as described in the Explanatory Statement accompanying the Notice of Meeting."

Resolution 5: Ratification of prior Issue of 20,000,000 Options to the Lead Manager (or its nominee)

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm the allotment and issue of 20,000,000 Quoted Options in the Company (exercisable at $0.012 each and with an expiry date of 10 May 2026) on 3 November 2025 to Euroz Hartleys Limited or its nominee as described in the Explanatory Statement accompanying the Notice of Meeting."

SPECIAL BUSINESS

Resolution 6: Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

BY ORDER OF THE BOARD

Melanie Leydin
Company Secretary
24 April 2026

NOTES

Notes

Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
Record Date: The Company has determined that, for the purposes of the Annual General Meeting, only those persons who are registered as Shareholders at 7.00pm (AEST) on the date 48 hours before the date of the Meeting will be entitled to vote at the Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Proxies

a. Votes at the Meeting may be given personally or by proxy, attorney or representative.
b. Each Shareholder has a right to appoint one or two proxies. A proxy need not be a Shareholder of the Company.
c. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
d. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
e. A proxy must be signed by the Shareholder or their attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's constitution and the Corporations Act.
f. To be effective, proxy forms must be received by the Company's share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Meeting, this is no later than 1.00pm (AEST) on Sunday, 24 May 2026. Any proxy received after that time will not be valid for the scheduled meeting.

Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Voting Exclusion Statement

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this Resolution by, or on behalf of, a member of the Key Management Personnel (KMP), details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (either being a KMP voter), unless the KMP voter is casting a vote on behalf of a person who is not a KMP voter (including as a proxy) and either:

(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) expressly authorises the Chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity.

If you appoint the Chair of the Meeting as your proxy and you do not direct the Chair of the Meeting on how to vote, you will be expressly authorising the Chair of the Meeting to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair of the Meeting will vote any proxies which do not indicate on their proxy form the way the Chair of the Meeting must vote in favour of this Resolution. In exceptional circumstances, the Chair of the Meeting may change their voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair of the Meeting to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2

There are no voting exclusions on this Resolution.

Resolution 3

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the EIP and any of their associates.

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

a. 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
b. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair of the Meeting decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

A vote must not be cast as proxy on this Resolution by a KMP voter. However, a KMP voter may cast a vote on behalf of a person who is not a KMP voter if:

a. the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
b. the KMP voter is the Chair of the Meeting and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) expressly authorises the Chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity.

Resolution 4

The Company will disregard any votes cast in favour of any of this Resolution by or behalf of any person who participated in the issue of Shares addressed by this Resolution and any associates of those persons.

However, this does not apply to a vote cast in favour of each of this Resolution by:

(a) a person as a 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
(b) the Chair of the Meeting 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5

The Company will disregard any votes cast in favour of this Resolution by or behalf of any person who participated in the issue of Options addressed by this Resolution and any associates of those persons.

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

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

(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.

However, if, between the date of dispatch of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of this Resolution by or on behalf of:

a. any 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 or ordinary securities in the Company); or
b. an associate of that person or those persons.

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

(i) 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; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Enquiries

Shareholders are invited to contact the Company Secretary, Ms Melanie Leydin, on 1300 384 692 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

ORDINARY BUSINESS

Receipt and Consideration of Financial Statements and Reports

A copy of the Annual Report for the financial year ended 31 December 2025 (which incorporates the Company's Financial Report, Directors' Report (including the Remuneration Report) and the Auditor's Report) is available on the Company's website at http://avecho.com.au/ or via the Company's announcement platform on ASX. Alternatively, you may obtain a copy free of charge in hard copy form by contacting the Company by phone at 1300 384 692, and you may request that this occurs on a standing basis for future years. There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be given reasonable opportunity at the Meeting to ask questions and make comments on the Financial Report, the Directors' Report and the Auditor's Report. Written questions for the Company's auditor relating to the conduct of the audit, preparation and contents of the Auditor's Report, accounting policies adopted by the Company in relation to the preparation of its financial statements, and the independence of the auditor in relation to the conduct of the audit, must be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors' Report in the Company's Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the AGM.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty-five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

At the Company's last AGM, the votes cast against the Remuneration Report were less than twenty-five (25%) per cent of the total votes cast on that resolution and, accordingly, a spill resolution will not under any circumstances be required for this Meeting.

Voting Exclusions

For voting exclusions refer to Note 5.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this Resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this Resolution, the Board encourages all eligible Shareholders to cast their votes in favour of this Resolution.

Voting Intention

The Chair of the Meeting intends to vote all available undirected proxies in favour of this Resolution.

Resolution 2: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company

Background

The Constitution of the Company (clauses 20.1, 20.3 and 20.6) and Listing Rule 14.4 require that at least one Director (excluding the Managing Director) must stand for re-election at each Annual General Meeting. A Director (excluding the Managing Director) must not hold office without re-election following the third Annual General Meeting after that Director's last re-election, or for more than three years, whichever is the longest. Mr Matthew Patrick McNamara is now retiring in accordance with these requirements and, being eligible, offers himself for re-election.

Mr McNamara was appointed as a Director of the Company on 13 January 2020 and was re-appointed as a Director at the Annual General Meeting held on 23 May 2023. Mr Matthew McNamara has over 35 years' executive and funds management experience in the healthcare and medical sciences sector. He has a BSc (Hons) in Molecular Biology, has a MBA and is a GAICD. In 2003, he founded BioBridge Australia, a biotechnology commercialisation advisory company and advised a number of public biotechnology / investment companies. Mr McNamara is currently Director and Chief Investment Officer of Horizon 3 Healthcare, a healthcare fund manager. He is presently a director of Microbio Pty Ltd and Cardiac Dimensions Pty Ltd. He has held previous directorships at Adherium Ltd (ASX: ADR), Avita Medical Ltd (ASX: AVH), Bioxyne Ltd (ASX: BXN) and Saluda Medical Pty Ltd. Mr McNamara has also served as CIO of BioScience Manager Pty Ltd and was CEO of SciCapital Pty Ltd, a Life Sciences Venture Capital fund.

Voting Exclusions

There are no voting exclusions on this Resolution.

Board Recommendation

The Board (with Mr Matthew McNamara abstaining) recommends that Shareholders vote in favour of the re-election of Mr Matthew McNamara as it considers that his qualifications, experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its Shareholders.

Voting Intention

The Chair of the Meeting intends to vote all undirected proxies in favour of the Resolution.

Resolution 3: Renewal of Avecho Biotechnology Limited Employee Incentive Plan

Background

The Board is committed to incentivising and retaining the Company's Directors, employees and such other persons as the Board determine, in a manner which promotes alignment of their interests with Shareholder interests. Additionally, the Board considers equity-based compensation an integral component of the Company's remuneration platform as it allows it to be fiscally prudent by conserving cash resources while still enabling it to offer market-competitive remuneration arrangements.

The Company's Employee Incentive Plan (EIP), which applies to eligible Directors, officers, employees and such other persons as the Board determines (including executive and non-executive Directors, officers, employees and contractors of the Company's subsidiaries) and enables those persons to be granted Shares, options to acquire Shares and other securities in the Company, assists in achieving the objectives referred to above. Shareholders approved the EIP at the AGM of the Company held on 23 May 2023.

No Directors or their associates can or will be issued shares, options or other securities or rights under the EIP unless Shareholder approval of specific issues to them is obtained. Under the EIP, the Company may acquire Shares to be held on trust for Directors or their associates.

Approval is sought, for the purposes of Listing Rule 7.2, Exception 13(b), to issue up to 367,000,000 Equity Securities (Shares, Options or other rights including performance rights each conditionally entitling the applicable holder to one fully paid ordinary share upon exercise or achievement of the applicable milestone). Any additional issues under the EIP above that number would require further Shareholder approval, unless they were made from the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders approve this Resolution, the grant of Equity Securities (and the issue of any new Shares pursuant to these Equity Securities) under the EIP will not be included in the 15% limit imposed by Listing Rule 7.1 for a period of three years from the date of the AGM.

If this Resolution is not approved by Shareholders, any Equity Securities issued by the Company under the EIP will be included in the formula to calculate the number of securities which the Company may issue in any 12-month period using Listing Rule 7.1 (15% Placement Capacity).

ASX Listing Rules

Listing Rule 7.1 provides that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

Listing Rule 7.2 Exception 13(b) provides an exception to Listing Rule 7.1 for securities issued under an employee incentive scheme, such as the EIP, within 3 years after shareholder approval of the issue of Equity Securities under that scheme as an exception to Listing Rule 7.1. The Company therefore seeks approval of the issue of Equity Securities under the EIP pursuant to Listing Rule 7.2 Exception 13(b) so that issues of securities under the EIP do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

Since 23 May 2023, the date on which Shareholders approved the previous EIP, the Company has issued 130,938,550 securities under the EIP.

A summary of the key terms of the EIP is set out in Annexure A and a copy of the EIP Rules is available upon request from the Company.

In the Board's opinion, this Resolution will assist the Company in managing its capital requirements efficiently by ensuring that the Company's annual issue limit is not diminished by issues of shares under the EIP and capacity is available for capital management initiatives and acquisitions, if necessary and appropriate.

Voting Exclusions

For voting exclusions refer to Note 5.

Board Recommendation

As the Directors of the Company are excluded from voting pursuant to the Listing Rules, they make no recommendation to the Shareholders in respect of the EIP.

Voting Intention

The Chair of the Meeting intends to vote all undirected proxies in favour of this Resolution.

Resolution 4: Ratification of prior Issue of 500,000,000 Shares under Placement

Resolution 5: Ratification of prior Issue of 20,000,000 Options to Lead Manager under Placement

Background

As announced to ASX on 23 October 2025, the Company conducted a placement to raise $2.5 million via placement. The Placement was conducted via:

the issue of 182,653,633 Shares at an issue price of $0.005 per Share under the Company's 15% placement capacity (Listing Rule 7.1); and
the issue of 317,346,367 Shares, at the same issue price, under the Company's additional 10% placement capacity (Listing Rule 7.1A).

As part of the fees for the Placement, the Company issued 20,000,000 Quoted Options (ASX: AVEOA) to the Lead Manager (Euroz Hartleys Limited) or its nominee under Listing Rule 7.1. The Options have an exercise price of $0.012 and an expiry date of 10 May 2026. No Options were issued to investors participating in the Placement.

The purpose of Resolutions 4 and 5 is to seek Shareholder approval to ratify the issue of the 182,653,633 Shares and the 20,000,000 Options. In addition, the Company is seeking to refresh its additional 10% placement capacity under Listing Rule 7.1A pursuant to Resolution 6.

ASX Listing Rules

Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, excluding any issues to which one of the exceptions in Listing Rule 7.2 applies. 182,653,633 Shares under the Placement were issued from the Company's available placement capacity under Listing Rule 7.1. The 20,000,000 Options issued to the Lead Manager were also issued under the Company's available placement capacity under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities will be treated as having been made with the approval of shareholders for the purposes of Listing Rules 7.1 if the issue did not breach Listing Rule 7.1 at the time and shareholders subsequently approve it. The issue of the 182,653,633 Shares and 20,000,00 Options were within the Company's Listing Rule 7.1 placement capacity and the Company now seeks Shareholder ratification for the issue of those Shares and Options pursuant to Listing Rule 7.4 so as to refresh its capacity to make further issues (if required) without Shareholder approval for such issues under Listing Rule 7.1.

If the Resolutions 4 and 5 are approved, the prior issue of the 182,653,633 Shares and 20,000,000 Options may be treated by the Company as having been made with Shareholder approval under Listing Rule 7.1. The Company will therefore be able to issue additional equity securities without the Shares and the Options the subject of these Resolutions counting towards the 15% threshold for the purposes of Listing Rule 7.1.

If these Resolutions 4 and 5 are not approved, the prior issue of the 182,653,633 Shares and 20,000,000 Options will not be treated by the Company as having been made with Shareholder approval under Listing Rule 7.1. The Company will therefore have such Shares and Options counting towards the 15% threshold for the purposes of Listing Rule 7.1.

Information provided in accordance with Listing Rules 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

(a) 500,000,000 fully paid ordinary shares were allotted and issued on 3 November 2025 to institutional and sophisticated investors under the Placement, consisting of:

(i) 182,653,633 fully paid ordinary shares issued under the Company's 15% placement capacity under Listing Rule 7.1 (the Shares the subject of Resolution 4); and

(ii) 317,346,367 fully paid ordinary shares issued under the Company's additional 10% placement capacity under Listing Rule 7.1A.

(b) The Shares were issued at an issue price of $0.005 (0.5 cents) per Share.

(d) 20,000,000 Quoted Options (ASX:AVEOA) were issued on 3 November 2025 to Euroz Hartleys Limited (or its nominee) with an exercise price of $0.012 and an expiry date of 10 May 2026. The full terms of these Quoted Options are set out in the Prospectus lodged with the ASX on 3 April 2023.

(e) Pursuant to the mandate between Euroz Hartleys Limited and the Company, in consideration for the lead manager and bookrunner services provided, the Company issued Euroz Hartleys Limited the Options and paid Euroz Hartleys Limited an amount equal to 6% of the proceeds of the Placement ($150,000).

(f) The funds raised from the Placement were used to accelerate commercial manufacturing activities required for a future TGA submission and commercial supply, including:

(i) manufacturing of registration batches for formal stability;
(ii) manufacturing scale up to support commercial batch sizes and documentation to support a regulatory submission;
(iii) manufacturing and stockpiling of CBD TPM® capsules for use on a second cohort of patients on the phase III study;
(iv) costs associated with Phase III trial until the interim readout; and
(v) costs of the Offer and general working capital purposes.

Voting Exclusions

For voting exclusions refer to Note 5.

Board Recommendation

The Board recommends that Shareholders vote in favour of Resolutions 4 and 5.

Voting Intention

The Chair of the Meeting intends to vote all available undirected proxies in favour of these Resolutions.

Resolution 6: Approval of 10% Placement Facility

Background

The Company is seeking Shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility (as defined below). The effect of this Resolution is to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period (as defined below) without, or in addition to, using the Company's 15% Capacity (as defined below) under Listing Rule 7.1.

ASX Listing Rules information

a. Summary of Listing Rule 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount 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 (15% Capacity).

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its Annual General Meeting, to increase this 15% limit by an extra 10% (10% Placement Facility) to 25%.

An 'eligible entity' for the purposes of Listing Rule 7.1A means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is, at the date of this Notice, an eligible entity for these purposes. Note however that if, on the date of the Meeting, the market capitalisation of

the Company exceeds $300 million or the Company has been included in the S&P/ASX 300 Index, then this Resolution will no longer be effective and will be withdrawn.

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without further Shareholder approval.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

b. Formula for calculating the 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

$$
(A \times D) - E
$$

A is the number of shares on issue at the commencement of the "relevant period" (which, for the Company, is the 12-month period immediately preceding the date of the issue or agreement:

(A) plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;

(B) plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

(i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

(ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

(C) plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

(i) the agreement was entered into before the commencement of the relevant period; or

(ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

(D) plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4;

(E) plus the number of partly paid shares that became fully paid in the relevant period;

(F) less the number of fully paid shares cancelled in the relevant period.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under Listing Rule 7.4.

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% Capacity under Listing Rule 7.1. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula stated above.

c. Type and number of Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue the following classes of quoted Equity Securities:

ASX Security Code and Description	Total Number
AVE: Ordinary Fully Paid	3,673,463,679
AVEOA: Options expiring on 10 May 2026	2,167,130,063

Specific information required by Listing Rule 7.3A

a. Placement Period

The period for which the approval of the 10% Placement Facility will be valid (as set out in Listing Rule 7.1A.1) commences on the date of this Meeting and expires on the first to occur of the following:

(a) the date that is 12 months after the date of this Meeting;
(b) the time and date of the Company's next Annual General Meeting; and
(c) the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(10% Placement Period).

The Company will only issue and allot the Equity Securities approved under the 10% Placement Facility during the 10% Placement Period.

b. Minimum Issue Price and Cash Consideration

The Equity Securities will be issued for cash consideration at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(a) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or
(b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

c. Purposes of the funds raised

The purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used by the Company include:

(a) consideration for the acquisition(s) of the new assets and investments, including the expenses associated with such acquisition(s); and
(b) continued expenditure on the Company's current business and/or general working capital.

d. Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the dilution table below.

Shareholders may be exposed to economic risk and voting dilution, including the following:

(a) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of this Meeting; and
(b) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The dilution table below shows the potential dilution of existing Shareholders calculated in accordance with the formula in Listing Rule 7.1A.2, on the basis of the market price of its quoted ordinary securities as at 9 April 2026 (Current Share Price) and the current number of ordinary securities on issue as at the date of this Notice.

The dilution table also shows:

(a) two examples where variable "A" has increased by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
(b) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Issue Price
		$0.0045
50% decrease in
Current Share Price	$0.009
Current Share Price	$0.018
100% increase in
Current Share Price
Current Variable A
3,673,463,679 Shares	10% Voting Dilution	367,346,368 Shares	367,346,368 Shares	367,346,368 Shares
	Funds raised	$1,653,059	$3,306,117	$6,612,235
50% increase in current Variable A
5,510,195,519 Shares	10% Voting Dilution	551,019,552 Shares	551,019,552 Shares	551,019,552 Shares
	Funds raised	$2,479,588	$4,959,176	$9,918,352
100% increase in current Variable A
7,346,927,358 Shares	10% Voting Dilution	734,692,736 Shares	734,692,736 Shares	734,692,736 Shares
	Funds raised	$3,306,117	$6,612,235	$13,224,469

This dilution table has been prepared on the following assumptions:

(a) There were 3,673,463,679 Shares on issue as at the date of this notice of Meeting.
(b) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(c) No convertible security is exercised and converted into ordinary securities before the date of the issue of the Equity Securities.
(d) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(e) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
(f) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(g) The issue of Equity Securities under the 10% Placement Facility consists only of ordinary securities. If the issue of Equity Securities includes Quoted Options, it is assumed that those Quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(h) The Current Share Price is $0.009 being the closing market price of the ordinary securities on ASX on 9 April 2026.

e. Allocation Policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:

(a) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(b) the effect of the issue of the Equity Securities on the control of the Company;
(c) the financial situation and solvency of the Company; and
(d) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

f. Previous Issues under Listing Rule 7.1A.2

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rules 7.1A.2 at its 2025 AGM. Information about Equity Securities issued under Listing Rule 7.1A.2 in the 12-month period preceding the date of the Meeting is set out below:

(a) The Company issued 317,346,367 Shares in the 12-month period preceding the date of the Meeting (representing 10% of the Equity Securities on issue at the commencement of such 12-month period).
(b) These Shares were issued on 3 November 2025 at an issue price of $0.005 per Share to institutional and sophisticated investors as part of the Placement.
(c) The issue price represented a 23.1% discount to the last closing price of $0.0065 prior to the Placement on 22 October 2025 and a 20.6% discount to the fifteen-day VWAP of $0.0063 as at the same date.
(d) The total cash consideration received in respect of these 317,346,367 Shares was $1,586,731.84.
(e) The funds raised were used to accelerate commercial manufacturing activities required for a future TGA submission and commercial supply, including:

The Company has not agreed before the 12-month period preceding the date of the Meeting to issue any Equity Securities under Listing Rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

Special Resolution

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution. This means it requires approval of 75% of the votes cast by Shareholders present or represented and eligible to vote.

Voting Exclusions

For voting exclusions refer to Note 5.

Board Recommendation

The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Voting Intention

The Chair of the Meeting intends to vote all undirected proxies in favour of this Resolution.

15 -

GLOSSARY

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

“$” or “A$” means Australian Dollars.

“10% Placement Facility” has the meaning as defined in the Explanatory Statement for Resolution 6.

“10% Placement Period” has the meaning as defined in the Explanatory Statement for Resolution 6.

“15% Capacity” has the meaning as defined in the Explanatory Statement for Resolution 6.

“AEST” means Australian Eastern Standard Time.

“Annual Report” means the Directors’ Report, the Financial Report and Auditor’s Report, in respect to the year ended 31 December 2025.

“Associate” has the meaning given to it in the Listing Rules.

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

“Auditor’s Report” means the auditor’s report on the Financial Report.

“AVEOA” means the ASX security code for the class of Quoted Options exercisable at $0.012 each and expiring on 10 May 2026.

“Board” means the Directors acting as the board of Directors of the Company.

“Chair” means the person appointed to chair the Meeting of the Company convened by the Notice.

“Closely Related Party” has the same meaning as section 9 of the Corporations Act and includes a spouse or child.

“Company” or “Avecho” means Avecho Biotechnology Limited ACN 056 482 403.

“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.

“Directors’ Report” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

“Entity” means Avecho Biotechnology Limited ACN 056 482 403.

“Equity Security” has the same meaning as in the Listing Rules.

“Explanatory Statement” means the explanatory statement which forms part of the Notice.

“Financial Report” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

“Key Management Personnel” or “KMP” means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

“Lead Manager” means Euroz Hartleys Limited.

“Listing Rules” means the Listing Rules of the ASX.

“Meeting” has the meaning given in the introductory paragraph of the Notice.

“Notice” means this Notice of Meeting including the Explanatory Statement.

“Option” means an option issued in the capital of the Company.

“Placement” means the share placement undertaking by the Company as announced on 23 October 2025.

“Proxy Form” means the proxy form attached to this Notice.

“Quoted Options” means options issued by the Company that are quoted on the ASX.

“Remuneration Report” means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 31 December 2025 and which is set out in the Annual Report.

“Resolution” means a resolution referred to in this Notice.

“Section” means a section of the Explanatory Statement, unless otherwise specified.

“Share” means a fully paid ordinary share in the capital of the Company.

“Shareholder” means shareholder of the Company.

“TGA” means Therapeutic Goods Administration.

16 -

"Trading Day" means a day determined by ASX to be a trading day in accordance with the Listing Rules. "VWAP" means volume weighted average market price as defined in Listing Rule 19.12.

17 -

Annexure A: Summary of terms and conditions of the Company's EIP

The EIP sets out the framework for the offer of Shares, Options or Rights by the Company, and is typical for a document of this nature;
in making its decision to issue Shares, Options or Rights, the Board may decide the number of securities and the vesting conditions which are to apply in respect of the securities. The Board has broad flexibility to issue Shares, Options or Rights having regard to a range of potential vesting criteria and conditions;
in certain circumstances, unvested Options or Rights will immediately lapse and any unvested Shares held by the participant will be forfeited if the relevant person is a "bad leaver" as distinct from a "good leaver";
if a participant acts fraudulently or dishonestly or is in breach of their obligations to the Company or its subsidiaries, the Board may determine that any unvested Rights or Options held by the participant lapse and that any unvested Shares held by the participant be forfeited;
in certain circumstances, Shares, Rights or Options can vest early, including following a change of control or other events of a similar nature (as defined in the EIP Rules);
the total number of Shares (or, in respect of Options or Rights, the total number of Shares which would be issued if those Options or Rights were exercised), plus the total number of Shares which would be issued if all outstanding Offers were accepted and all outstanding Options and Rights were exercised or vested (as applicable) (and all outstanding Offers, Options and Rights under any other employee incentive scheme of the Company were accepted, exercised or vested (as applicable)) and the number of Shares issued during the previous three years pursuant to the EIP or any employee incentive scheme of the Company, must not, at any time, exceed the greater of the last specific number approved by Shareholders under the Listing Rules or 5% of the total number of Company Shares as at the time of the issuing of the Shares, Options or Rights.
unless otherwise determined by the Board at the time of the Offer, Shares issued on the exercise of Options or Rights will rank equally in all respects with other Shares and the Company must apply for the quotation of such Shares;
the Board has discretion to impose restrictions (except to the extent prohibited by law or the Listing Rules) on Shares issued or transferred to a participant on vesting of an Option or a Right, and the Company may implement appropriate procedures to restrict a participant from so dealing in the Shares;
in respect of vested Options or Rights, if the Board becomes aware of an event which would have resulted in vesting criteria not being satisfied, such as a material misstatement in the Company's financial statements during the vesting period, any affected vested Options or Rights may be cancelled for no consideration;
in the event of any reorganisation of the issued capital of the Company on, or prior to, the expiry of the Rights or Options, the rights of the relevant security holder can be changed in the discretion of the Board, including to comply with the applicable Listing Rules in force at the time of the reorganisation; and
the Board is granted a certain level of discretion under the EIP Rules, including the power to amend the rules under which the EIP is governed and to waive vesting conditions, forfeiture conditions or disposal restrictions.
18 -

Avecho
ABN 32 056 482 403

Need assistance?

Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)

Online:
www.investorcentre.com/contact

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00pm (AEST) on Sunday, 24 May 2026.

Proxy Form

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

Lodge your Proxy Form: XX

Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999

For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia

By Fax:

1800 783 447 within Australia or
+61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002512

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

I 9999999999 IND

Proxy Form

Please mark ☐ to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Avecho Biotechnology Limited hereby appoint

☐ the Chairman of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Avecho Biotechnology Limited to be held at Grant Thornton, Collins Square, Tower 5, Level 22, 727 Collins Street, Melbourne, VIC 3008 on Tuesday, 26 May 2026 at 1:00pm (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 3 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

		For	Against	Abstain
Resolution 1	Adoption of Remuneration Report	☐	☐	☐
Resolution 2	Re-Election of Mr Matthew Patrick McNamara as a Director of the Company	☐	☐	☐
Resolution 3	Renewal of Avecho Biotechnology Limited Equity Incentive Plan	☐	☐	☐
Resolution 4	Ratification of prior Issue of 182,653,633 Shares under Placement	☐	☐	☐
Resolution 5	Ratification of prior Issue of 20,000,000 Options to the Lead Manager (or its nominee)	☐	☐	☐
Resolution 6	Approval of 10% Placement Facility	☐	☐	☐

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

AVE

3 2 4 7 4 4 A

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AVECHO BIOTECHNOLOGY LIMITED — Proxy Solicitation & Information Statement 2026

64468_rns_2026-04-23_331b1c6e-d864-4815-bf57-2de2b4e7ca4f.pdf

Avecho Biotechnology Limited Annual General Meeting

MAKE YOUR VOTE COUNT

ATTENDING THE MEETING IN PERSON

Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

Receipt and Consideration of Financial Statements and Reports

Resolution 1: Adoption of Remuneration Report

Resolution 2: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company

Resolution 3: Renewal of Avecho Biotechnology Limited Equity Incentive Plan

Resolution 6

6. Enquiries

EXPLANATORY STATEMENT

ORDINARY BUSINESS

Receipt and Consideration of Financial Statements and Reports

Resolution 1: Adoption of Remuneration Report

Background

Voting Exclusions

Board Recommendation

Voting Intention

Resolution 2: Re-Election of Mr Matthew Patrick McNamara as a Director of the Company

Background

Voting Exclusions

Board Recommendation

Voting Intention

Resolution 3: Renewal of Avecho Biotechnology Limited Employee Incentive Plan

Background

ASX Listing Rules

Voting Exclusions

Board Recommendation

Voting Intention

Background

ASX Listing Rules

Information provided in accordance with Listing Rules 7.5

Voting Exclusions

Board Recommendation

Voting Intention

Resolution 6: Approval of 10% Placement Facility

Background

ASX Listing Rules information

a. Summary of Listing Rule 7.1A

c. Type and number of Equity Securities

Specific information required by Listing Rule 7.3A

a. Placement Period

b. Minimum Issue Price and Cash Consideration

c. Purposes of the funds raised

d. Risk of economic and voting dilution

GLOSSARY

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

APPOINTMENT OF PROXY

SIGNING INSTRUCTIONS FOR POSTAL FORMS

PARTICIPATING IN THE MEETING

Lodge your Proxy Form: XX

By Mail:

By Fax:

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Step 2 Items of Business

Step 3 Signature of Securityholder(s)

More from AVECHO BIOTECHNOLOGY LIMITED

AVECHO BIOTECHNOLOGY LIMITED Proxy Solicitation & Information Statement 2026