EMYRIA LIMITED — Proxy Solicitation & Information Statement 2020

Aug 13, 2020

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Emerald Clinics Limited ACN 625 085 734

Notice of General Meeting

A General Meeting of the Company will be held at The offices of BDO Level 1, 38 Station Street Subiaco Western Australia 6008 on Friday 18 September 2020 at 10.30am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6559 2800.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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Emerald Clinics Limited ACN 625 085 734 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Emerald Clinics Limited will be held at the offices of BDO Level 1, 38 Station Street Subiaco Western Australia 6008 on Friday 18 September 2020 at 10.30am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday 16 September 2020 at 5.00pm (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Resolution

Resolution 1 – Approval of change of Company name

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

'That, pursuant to and in accordance with section 157 of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to "Emyria Limited" with effect from the date that ASIC alters the details of the Company's registration.'

BY ORDER OF THE BOARD

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Simon Robertson Company Secretary Emerald Clinics Limited Dated: 14 August 2020

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Emerald Clinics Limited ACN 625 085 734

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of BDO Level 1, 38 Station Street Subiaco Western Australia 6008 on Friday 18 September 2020 at 10.30am (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1– Approval of change of Company name
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2.

Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide an update ahead of the Meeting by releasing an ASX announcement.

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2.2 Voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.

The Company will strictly comply with applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.

2.3 Proxies

Shareholders are encouraged to vote by voting online or by completing a Proxy Form.

Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting.

Proxy Forms can be lodged:

Online: At investor.automic.com.au/#/loginsah By email: meetings@automicgroup.com.au By mail: Share Registry – Automic Group Pty Ltd, GPO Box 5193, Sydney NSW 2001 By fax: +61 2 8583 3040 By mobile: investor.automic.com.au/#/loginsah or scan the QR Code available on the proxy form.

2.4 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

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3. Resolution 1– Approval of change of Company name

3.1

General

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 1 seeks the approval of Shareholders for the Company to change its name to 'Emyria Limited'.

Resolution 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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

3.2

Rationale for proposed change

The Company was incorporated as 'Emerald Clinics Limited' in 2018 with an initial focus on operating a network of specialist medical clinics and using purpose-built software and technology to gather high quality clinical data from informed and consenting patients.

The Board proposes the current change of name to 'Emyria Limited' on the basis that it more accurately reflects the future operations of the Company in that the Company has expanded its focus to include the development and validation of digital health offering, clinical trials and remote patient monitoring.

3.3

Effect of approval of the Resolution

The proposed name has been reserved by the Company with ASIC. If Resolution 1 is passed the change of name will take effect when ASIC alters the details of the Company's registration.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

ASX	means ASX Limited ACN 008 624 691 and, where the context permits,
	the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Emerald Clinics Limited ACN 625 085 734.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
WST	means Western Standard Time being the time in Perth, Western
	Australia.

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