EMYRIA LIMITED — Proxy Solicitation & Information Statement 2026

Mar 29, 2026

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Emyria Limited ACN 625 085 734

Notice of Extraordinary General Meeting

Time and date: 10.00am (AWST) on Friday, 1 May 2026

Location: At the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia

The Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6559 2800.

Shareholders are urged to vote by lodging the Proxy Form

Emyria Limited ACN 625 085 734 (Company)

Notice of Extraordinary General Meeting

Notice is hereby given that a general meeting of Shareholders of Emyria Limited will be held at the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia at 10.00am (AWST) on Friday, 1 May 2026 ( 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 at 4.00pm (AWST) on Wednesday, 29 April 2026.

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

Agenda

1 Resolutions

Resolution 1 – Ratification of issue of Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 66,418,128 Placement Shares issued under Listing Rule 7.1; and

• (b) 66,915,206 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Ratification of issue of Lead Manager Options

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 10,000,000 Lead Manager Options to the Joint Lead Managers and the CoManager (or their respective nominee/s) under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

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Resolution 3 – Approval of issue of Performance Rights to Directors

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

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of Director Performance Rights to the following Directors (or their respective nominee/s) under the Plan as follows:

• (a) up to 4,500,000 Director Performance Rights to Dr Michael Winlo; and

• (b) up to 25,580,000 Director Performance Rights to Mr Greg Hutchinson,

on the terms and conditions in the Explanatory Memorandum’

Voting prohibitions

Resolution 3(a) and (b): In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these Resolutions if:

• (c) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (d) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Further, in accordance with section 224 of the Corporations Act, a vote Resolution 3(a) and (b) must not be cast (in any capacity) by or on behalf of a related party of the Company to whom these Resolutions would permit a financial benefit to be given, or an associate of such a related party.

However, the above prohibition does not apply if:

• (a) it is cast by a person as a proxy appointed by writing that specified how the proxy is to vote on the relevant Resolution; and

• (b) it is not cast on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote on the relevant Resolution. 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.

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

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• (a) Resolution 1(a) and (b): by or on behalf of a person who participated in the issue of the Placement Shares, or any of their respective associates .

• (b) Resolution 2: by or on behalf of the Joint Lead Managers and Co-Manager (or their respective nominees), and any other person who obtained a benefit as a result of the issue of the Lead Manager Options, or any of their respective associates.

• (c) Resolution 3(a): by or on behalf of Michael Winlo (or his nominees), and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates.

• (d) Resolution 3(b): by or on behalf of Greg Hutchinson (or his nominees), and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair as proxy or attorney for a person who is entitled to vote, 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.

BY ORDER OF THE BOARD

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Susan Park Company Secretary Emyria Limited Dated: 30 March 2026

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Emyria 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 Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia at 10.00am (AWST) on Friday, 1 May 2026.

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 Resolution will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1(a) and (b) – Ratification of issue of Placement Shares
Section 4	Resolution 2 – Ratification of issue of Lead Manager Options
Section 5	Resolution 3(a) and (b) – Approval of issue of Performance Rights to Directors
Schedule 1	Definitions
Schedule 2	Terms and conditions of Lead Manager Options
Schedule 3	Terms and conditions of Director Performance Rights
Schedule 4	Schedule 4 Summary of material terms of the Plan

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

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2. Action to be taken by Shareholders

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

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (b) the appointed proxy is not the chair of the meeting;

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• (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and

• (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 29 April 2026, being not later than 48 hours before the commencement of the Meeting.

2.3

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.

Subject to the following paragraph, if the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 3(a) and (b) even though these Resolutions are connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@emyria.com at least 5 days before the Meeting.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1(a) and (b) – Ratification of issue of Placement Shares

3.1

Background

On 20 November 2025, the Company announced that it had completed a capital raising of approximately $8 million (before costs) via the issue of 133,333,334 Shares ( Placement Shares ) to specialist life-sciences and health-care aligned institutional investors, as well as existing supporters and new strategic participants at an issue price of $0.06 per Placement Share ( Placement ).

The Company issued the Placement Shares on 28 November 2025 without prior Shareholder approval utilising the Company’s available placement capacity pursuant to Listing Rules 7.1

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and 7.1A.

Euroz Hartleys Group Limited and GBA Capital Pty Ltd (together, the Joint Lead Managers ) acted as joint lead managers to the Placement. Wallabi Group Pty Ltd ( Co-Manager ) acted as the co-manager to the Placement.

Resolution 1(a) and (b) seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares.

3.2 Listing Rules 7.1, 7.1A and 7.4

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 shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase its 15% placement capacity under Listing Rule 7.1 by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 13 November 2025.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacities under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.

The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 and the 10% additional placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

If Resolution 1(a) is passed, 66,418,128 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(b) is passed, 66,915,206 Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(a) is not passed, 66,418,128 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 66,418,128 Equity Securities for the 12 month period following the issue of those Placement Shares.

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If Resolution 1(b) is not passed, 66,915,206 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 66,915,206 Equity Securities for the 12 month period following the issue of those Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

The Company confirms that Listing Rules 7.1 and 7.1A were not breached at the time of issue of the Placement Shares.

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) The Placement Shares were issued to professional and sophisticated investors, as well as existing and new strategic participants ( Placement Participants ), none of whom is a related party or Material Investor of the Company. The Placement Participants were identified through a bookbuild process, which involved the Joint Lead Manager seeking expressions of interest to participate in the Placement from existing contacts of the Company and clients of the Joint Lead Manager and CoManager.

• (b) A total of 133,333,334 Placement Shares were issued as follows:

• (i) 66,418,128 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1; and

• (ii) 66,915,206 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1A.

• (c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Placement Shares were issued on 28 November 2025 at an issue price of $0.06 per Placement Share.

• (e) The proceeds from the issue of the Placement Shares have been or are intended to be applied towards:

• (i) expansion of the Company’s East Coast clinical footprint during CY2026;

• (ii) further personnel and infrastructure development across the Empax network;

• (iii) preparatory work for community-based treatment programs for DVA veterans and workers’ compensation patients; and

• (iv) general working capital and costs associated with the Placement.

• (f) There are no other material terms to the agreement for the subscription of the Placement Shares.

• (g) A voting exclusion statement is included in the Notice.

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3.4 Additional information

Resolution 1(a) and (b) are each separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b).

4. Resolution 2 – Ratification of issue of Lead Manager Options

4.1 Background

The background to the Placement is in Section 3.1 above.

In consideration for the services provided to the Company in connection with the Placement, the Company issued 10,000,000 unquoted Options ( Lead Manager Options ) on 19 December 2025 to the Joint Lead Managers and the Co-Manager (and/or their respective nominees) utilising the Company’s existing placement capacity under Listing Rule 7.1.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Lead Manager Options to the Joint Lead Managers and the Co-Manager (and/or their respective nominees).

4.2 Summary of Lead Manager mandate

The Company entered into a mandate with the Joint Lead Managers and the Co-Manager in connection with the lead managerial and bookrunner services provided by the Joint Lead Managers in connection with the Placement ( Mandate ). Under the Mandate, the Company agreed to pay a capital raising fee of 6% of the amount raised under the Placement , split evenly between the Joint Lead Managers.

The Company also agreed to issue the Lead Manager Options, with 8,000,000 Lead Manager Options issued the Joint Lead Managers (or their respective nominees) and 2,000,000 Lead Manager Options to the Co-Manager (or its nominee).

4.3

Listing Rule 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 3.2 above.

The issue of the 10,000,000 Lead Manager Options does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s placement capacity under Listing Rule 7.1. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the 10,000,000 Lead Manager Options.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, the 10,000,000 Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2 is not passed, the 10,000,000 Lead Manager Options will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number

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of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 10,000,000 Equity Securities for the 12-month period following the issue of the Lead Manager Options.

4.4

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Lead Manager Options:

• (a) The 10,000,000 Lead Manager Options were issued to the Joint Lead Managers and the Co-Manager (or their respective nominees).

• (b) A total of 10,000,000 Lead Manager Options were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1, without the need for Shareholder approval.

• (c) The Lead Manager Options were issued on 19 December 2025.

• (d) The Lead Manager Options were issued for nil cash consideration and no funds will be raised by their issue, however, funds received upon exercise of the Lead Manager Options will be used towards general working capital purposes.

• (e) The Lead Manager Options are exercisable at $0.12 each and expire 27 November 2027 and are otherwise subject to the terms and conditions in Schedule 2. Shares issued upon exercise of the Lead Manager Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (f) A summary of the material terms of the Mandate is set out in Section 4.2 above.

• (g) A voting exclusion statement is included in the Notice.

4.5 Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3(a) and (b) – Approval of issue of Performance Rights to Directors

5.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to a total of 30,080,000 Performance Rights ( Director Performance Rights ) to the Directors, Michael Winlo and Greg Hutchinson ( Recipient Directors ) (or their respective nominee/s), under the Plan as follows:

Recipient Director	Director Performance Rights
Michael Winlo	4,500,000
Greg Hutchinson	25,580,000
Total	30,080,000

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The Director Performance Rights will be subject to the terms and conditions in Schedule 3.

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of the Director Performance Rights seeks to align the efforts of the Directors in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Director Performance Rights to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

Resolution 3(a) and (b) seek Shareholder approval pursuant to Listing Rule 10.14 for the issue of up to 30,080,000 Director Performance Rights under the Plan to the Recipient Directors (or their respective nominee/s).

5.2 Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme, unless Shareholder approval is provided:

• (a) a director of the company (Listing Rule 10.14.1);

• (b) an associate of a director of the company (Listing Rule 10.14.2); or

• (c) a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders (Listing Rule 10.14.3).

The proposed issue of the Director Performance Rights falls within Listing Rule 10.14.1 (or Listing Rule 10.14.2 if a Director elects for the Director Performance Rights to be issued to their nominee/s) and therefore requires the approval of Shareholders under Listing Rule 10.14.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Performance Rights to the Recipient Directors (or their respective nominee/s) will not be included in the Company’s 15% annual placement capacity in Listing Rule 7.1.

The effect of Shareholders passing Resolution 3(a) and (b) will be to allow the Company to issue the Director Performance Rights to the Recipient Directors (and/or their respective nominee/s) as part of their remuneration package and in the proportions listed above.

If Resolution 3(a) and (b) are not passed, the Company will not be able to proceed with the issue of the Director Performance Rights to the Recipient Directors (and/or their respective nominee/s) and the Company will consider other alternative commercial means to incentivise the Directors, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

Resolution 3(a) and (b) are not inter-conditional and Shareholders may approve any or all of those Resolutions (in which case, the Director Performance Rights the subject of the relevant Resolution(s) will be issued), even though Shareholders have not approved all of these Resolutions.

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5.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Performance Rights:

• (a) The Director Performance Rights will be issued under the Plan to:

• (i) Michael Winlo pursuant to Resolution 3(a); and

• (ii) Greg Hutchinson pursuant to Resolution 3(b),

(or their respective nominee/s).

• (b) Each of the Recipient Directors are a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.14.1. In the event the Director Performance Rights are issued to a nominee of a Recipient Director, that person will fall into the category stipulated by Listing Rule 10.14.2.

• (c) The maximum number of Director Performance Rights to be issued to the Recipient Directors (or their respective nominee/s) is 30,080,000 in the proportions set out in Section 5.1 above.

• (d) The current total remuneration package for each of the Directors for the year ending 30 June 2025 is set out below:

Director	Salary and fees(1)
Michael Winlo	$401,906
Greg Hutchinson	$178,124

(1) Inclusive of superannuation and equity-based payments.

• (e) Since the Plan was last adopted by Shareholders on 13 November 2025, the Company has not issued any Securities under the Plan.

• (f) The Director Performance Rights will be issued on the terms and conditions in Schedule 3.

• (g) The Board considers that Performance Rights, rather than Shares, are an appropriate form of incentive because the Performance Rights granted will generally only be of benefit if the Recipient Directors perform to the level whereby the milestones to the Performance Rights are satisfied. The issue of the Director Performance Rights will therefore further align the interests of the Recipient Directors with Shareholders. Additionally, the issue of Director Performance Rights instead of cash is a prudent means of rewarding and incentivising the Directors whilst conserving the Company’s available cash reserves.

• (h) Given the Performance Rights have no exercise price, the Company does not currently pay dividends, and the performance criteria are non-market related, the Company’s advisors have attributed an estimated value of (i) $193,500 for all 4,500,000 Performance Rights to be issued to Dr Michael Winlo or his nominee(s) and (ii) $1,099,940 for all 25,580,000 Performance Rights to be issued to Mr Greg Hutchinson or his nominee(s), based on the closing price of $0.043 per Share on 19 March 2026.

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• (i) The Director Performance Rights are intended to be issued to the Recipient Directors (or their respective nominee/s) as soon as practicable following the receipt of approval at the Meeting and in any event, will be issued no later than three years after the date of the Meeting if the required approval is received.

• (j) The Director Performance Rights will be issued for nil cash consideration as they will be issued as an incentive component to the Directors’ remuneration packages.

• (k) A summary of the material terms of the Plan is in 0.

• (l) No loan will be provided to the Recipient Directors in relation to the issue of the Director Performance Rights.

• (m) Details of any Securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after Resolution 3(a) and (b) are approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (o) A voting exclusion statement is included in the Notice.

5.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Performance Rights constitutes giving a financial benefit to the Recipient Directors, who are related parties of the Company by virtue of being Directors. The Board (other than Mr Winlo in respect of Resolution 3(a) and Mr Hutchinson in respect of Resolution 3(b)) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Performance Rights because the Director Performance Rights are considered by the Board to be reasonable remuneration and therefore fall within the exception stipulated by section 211 of the Corporations Act.

5.5 Additional information

Resolution 3(a) and (b) are separate ordinary resolutions.

The Board (other than Mr Winlo and Mr Hutchinson who have a personal interest in the outcome of these resolutions) recommend that Shareholders vote in favour of Resolution 3(a) and (b).

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Schedule 1 Definitions

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

$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Emyria Limited (ACN 625 085 734).
Co-Manager	has the meaning given to it in Section 3.1.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Performance	has the meaning given to it in Section 5.1.
Rights
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling
	the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company,
	or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Joint Lead Managers	has the meaning given to it in Section 3.1.
Lead Manager Options	has the meaning given to it in SectionError! Reference source not
	found..
Listing Rules	means the listing rules of ASX.
Mandate	has the meaning given in Section 4.2.
Material Investor	means, in relation to the Company:
	(a) a related party;

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	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,
	who received or will receive Securities in the Company which constitute
	more than 1% of the Company's anticipated capital structure at the time
	of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Options	means an option to acquire a Share.
Placement	has the meaning given to in Section 3.1.
Placement Participants	has the meaning given to that term in Section 3.3(a).
Placement Shares	means the 133,333,334 Shares issued under the Placement, the subject
	of Resolution 1(a) and (b).
Plan	means the_Emyria Limited Employee Securities Incentive Plan._
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Recipient Directors	has the meaning given to it in Section 5.1.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares and/or
	Options).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.

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Schedule 2 Terms and conditions of Lead Manager Options

The terms and conditions of the Lead Manager Options (hereinafter referred to as Options ) are set out below:

• (a) ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) ( Exercise Price ): The Options have an exercise price of $0.12 per Option ( Exercise Price ).

• (c) ( Expiry Date ): The Options expire at 5:00pm (WST) 27 November 2027. ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

• (e) ( Quotation of the Options ): The Options will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on exercise of an Option on ASX within the time period required by the ASX Listing Rules.

• (f) ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

The Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 1,000 must be exercised on each occasion.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

• (h) ( Transferability ): The Options are not transferrable, except with the consent of the Company.

• (i) ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph (g)(i), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

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• (j) ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

• (k) ( Quotation of Shares on exercise ): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

• (l) ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• (m) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (n) ( Change in exercise price ): There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

• (o) ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

• (p) ( Return of capital rights ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (q) ( Rights on winding up ): The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

• (r) ( Dividend and voting rights ): The Options do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• (s) ( ASX Listing Rule compliance ): The Board reserves the right to amend any term of the Options to ensure compliance with the ASX Listing Rules.

• (t) ( Takeovers prohibition ):

• (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

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• (u) ( No other rights ): An Option gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms.

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Schedule 3 Terms and conditions of Director Performance Rights

The terms and conditions of the Director Performance Rights (hereinafter referred to as Performance Rights ) are as follows:

1. ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

2. ( Issue Price ): The Performance Rights are issued for nil cash consideration.

3. ( Vesting Conditions ): Subject to the terms and conditions set out below, the Performance Rights will have the vesting conditions ( Vesting Condition ) specified below:

Tranche	Number	Vesting Condition	Expiry
1	10,500,000	15 Beds Under Contract (defined below)	5 years from the date of issue
2	9,540,000	21 Beds Under Contract	5 years from the date of issue
3	10,040,000	30 Beds Under Contract	5 years from the date of issue

Beds Under Contract means the aggregate number of beds or treatment rooms which the Company has the contractual right to utilise for the purpose of administering patient dosing or treatment services across all of the Company's operational sites, as determined by reference to executed and definitive lease agreements, licence agreements, facility access agreements or other definitive binding contractual arrangements then in force which grant the Company the right to use such beds or treatment rooms, as determined by the Board (acting reasonably). For the avoidance of doubt, a bed or treatment room will be counted as a ‘Bed Under Contract’ from the date on which the relevant binding and definitive contractual arrangement granting the Company the right to utilise that bed or treatment room has been fully executed by all parties, regardless of whether patient treatments have commenced at the relevant site.

1. ( Vesting ): Subject to the satisfaction of the relevant Vesting Condition, the Company will notify the Holder in writing ( Vesting Notice ) that a Vesting Condition has been satisfied.

2. ( Expiry Date ): The Performance Rights will expire and lapse on the first to occur of the following:

3. (a) the relevant Vesting Conditions becoming incapable of satisfaction as determined by the Board in its discretion; and

4. (b) 5.00pm (AWST) on the date specified in paragraph 3 above,

( Expiry Date ).

1. ( Exercise ): At any time between receipt of a Vesting Notice and the Expiry Date (as defined in clause 5 above), the holder may apply to exercise Performance Rights, by delivering a signed

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notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights.

1. ( Issue of Shares ): Within 5 Business Days after the valid exercise of a vested Performance Right, the Company will:

2. (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

3. (b) issue a substitute certificate or holding statement for any remaining unexercised Performance Rights held by the holder;

4. (c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

5. (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

6. ( Restrictions on transfer of Shares ): If the Company is required to but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

7. ( Ranking ): All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

8. ( Transferability of the Performance Rights ): The Performance Rights are not transferable, except in exceptional circumstances under the Plan.

9. ( Leaver ): Where the holder ceases to be an Eligible Participant all unvested Performance Rights will be dealt with in accordance with the terms of the Plan, whereby the Board will determine to either permit some or all of the Performance Rights to vest or determine that the unvested Performance Rights be forfeited by the holder.

10. ( Change of Control ): If a Change of Control Event occurs (as defined in the Plan), or the Board determines that such an event is likely to occur, any unvested Performance Rights will automatically vest.

11. ( Dividend rights ): A Performance Right does not entitle the holder to any dividends.

12. ( Voting rights ): A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

13. ( Quotation of the Performance Rights ): The Company will not apply for quotation of the Performance Rights on any securities exchange.

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1. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

2. ( Entitlements and bonus issues ): Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

3. ( Bonus issues ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

4. ( Return of capital rights ): The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

5. ( Rights on winding up ): The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

6. ( Takeovers prohibition ):

7. (a) the issue of Shares on exercise of the Performance Rights is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

8. (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

9. ( No other rights ): A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

10. ( Amendments required by ASX ): The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

11. ( Plan ): The Performance Rights are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

12. ( Constitution ): Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 4 Summary of material terms of the Plan

The following is a summary of the material terms and conditions of the Plan:

1. ( Eligible Participant ): A person is eligible to participate in the Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

• (a) an employee or director of the Company or an individual who provides services to the Company;

• (b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;

• (c) a prospective person to whom paragraphs (a) or (b) apply;

• (d) a person prescribed by the relevant regulations for such purposes; or

• (e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).

• ( Maximum allocation ):

• (a) The Company must not make an offer of Securities under the Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:

  • (i) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus

  • (ii) the total number of Plan Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period,

would exceed 10% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

1. ( Purpose ): The purpose of the Plan is to:

2. (a) assist in the reward, retention and motivation of Eligible Participants;

3. (b) link the reward of Eligible Participants to Shareholder value creation; and

4. (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

5. ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.

6. ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An

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invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

1. ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

2. ( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

1. ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

2. ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

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1. ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

2. ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules: any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

1. ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

2. ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

3. ( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

4. ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

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1. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

2. ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

1. ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Emyria Limited | ABN 96 625 085 734

Your proxy voting instruction must be received by 10:00am (AWST) on Wednesday, 29 April 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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 SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Emyria Limited, to be held at 10:00am (AWST) on Friday, 01 May 2026 at the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia hereby:

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Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3a and 3b (except where I/we have indicated a different voting intention below) even though Resolutions 3a and 3b are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1a Ratification of issue of Placement Shares - Listing Rule 7.1
1b Ratification of issue of Placement Shares - Listing Rule 7.1A
2 Ratification of issue of Lead Manager Options
3a Approval of issue of Performance Rights to Directors - Dr Michael Winlo
3b Approval of issue of Performance Rights to Directors - Mr Greg Hutchinson
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not
be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).