ENLITIC INC. - Proxy Solicitation & Information Statement 2026

ASX Announcement

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14 January 2026

Extraordinary General (Special) Meeting

Enlitic, Inc. (ASX: ENL) (“the Company”) attaches the Notice of Extraordinary General (Special) Meeting and Explanatory Memorandum to be despatched today to Stockholders and CDI holders for a meeting to be held on Wednesday, 4 February 2026 (AEDT).

A sample Proxy Form, CDI Voting Instruction Form, Online Meeting Guide, form to submit questions prior to the meeting and letter to CDI holders in respect of participating in the meeting are also attached.

– ENDS –

This announcement was authorised for release by the Company Secretary.

Enquiries:

Enlitic Investor Relations

Australia: [email protected]

About Enlitic

Enlitic is a software company that uses artificial intelligence to develop software products that manage medical imaging data in radiology (such as MRI, CT scans, X-ray and ultrasound images) and licences such products to healthcare providers. Enlitic’s products (including its current product offering and product suite under development) seek to standardise, protect, integrate, and analyse data to create the foundation of a real-world evidence platform that can improve clinical workflows, increase efficiencies, and expand capacity. Read more at enlitic.com.

Enlitic’s CDIs are traded on ASX in reliance on the safe harbour provisions of Regulation S under the US Securities Act of 1933 as amended, and in accordance with the procedures established pursuant to the provisions of a no action letter dated 7 January 2000 given to ASX by the staff at the US Securities and Exchange Commission. The relief was given subject to certain procedures and conditions described in the no action letter. One of the conditions is that the issuer provides notification of the Regulation S status of its securities in communications such as this announcement.

Enlitic, Inc. ARBN 672 254 027

Enlitic, Inc.

ARBN 672 254 027

NOTICE OF EXTRAORDINARY GENERAL (SPECIAL) MEETING AND EXPLANATORY MEMORANDUM

Date of Meeting

Wednesday, 4 February 2026

Time of Meeting

10.00am (AEDT)

Place of Meeting

The Meeting will be held virtually.

Virtual Online Platform using URL: https://meetings.openbriefing.com/ENLGM26

The Company will publish a virtual meeting guide on the ASX and the Company’s website outlining how Stockholders and CDI Holders will be able to participate in the Meeting virtually.

A Proxy Form and CDI Voting Instruction Form is enclosed or has otherwise been provided to you (as applicable)

Please read this Notice and Explanatory Memorandum carefully and in its entirety. If Securityholders (being Stockholders and CDI Holders) are in doubt as to how to vote, you should seek advice from your professional advisers before voting.

All Securityholders are urged to vote their Common Stock and CDIs, whether by attending the Meeting electronically or submitting a Proxy Form (in the case of Stockholders) or submitting a CDI Voting Instruction Form (in the case of CDI Holders).

Foreign Ownership Restriction

Enlitic’s CDIs are issued and are traded on ASX in reliance on the safe harbour provisions of Regulation S under the US Securities Act of 1933, as amended ( Securities Act ), and in accordance with the procedures established pursuant to the provisions of a no-action letter dated 7 January 2000 given to ASX by the staff at the US Securities and Exchange Commission. The CDIs have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. The holders of Enlitic’s CDIs are unable to sell the CDIs into the US or to a US person unless the re-sale of the CDIs is registered under the Securities Act or an exemption is available. Hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act. The relief was given subject to certain procedures and conditions described in the no-action letter. One of the conditions is that Enlitic provides notification of the Regulation S status of its securities in communications such as this document.

Enlitic, Inc. ARBN 672 254 027

NOTICE OF EXTRAORDINARY GENERAL (SPECIAL) MEETING

Notice is given that an Extraordinary General (Special) Meeting of Stockholders of Enlitic, Inc. (ARBN 672 254 027) will be held virtually on Wednesday, 4 February 2026 at 10.00 am (AEDT) for the purpose of transacting the following business referred to in this Notice of Extraordinary General (Special) Meeting.

Stockholders will be able to participate in the virtual meeting, including being able to ask questions and vote. CDI Holders will also be able to participate in the virtual meeting, including being able to ask questions, however CDI Holders will not have the ability to vote at the virtual meeting. The Company will publish a virtual meeting guide on the ASX and the Company’s website outlining how Stockholders and CDI Holders will be able to participate in the Meeting virtually.

ASX takes no responsibility for the contents of this Notice.

AGENDA

1 Resolution 1 – Ratification of issue of Tranche 1 Convertible Notes

To consider and, if thought fit, to pass the following resolution as an ordinary resolution by the affirmative vote of a majority of the votes cast, subject to the voting exclusion statement below:

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Stockholders ratify and approve the issue of 2,591,475 Convertible Notes (each with an initial face value of A$1.00) in aggregate on 24 December 2025 to sophisticated and/or professional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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.

2 Resolution 2 – Proposed issue of Tranche 2 Convertible Notes

“That, subject to Resolution 5 being passed, for the purpose of Listing Rule 7.1 and for all other purposes, Stockholders approve the issue of up to 5,283,525 Convertible Notes (each with an initial face value of A$1.00) to sophisticated and/or professional investors on the terms and conditions set out in the Explanatory Memorandum.”

*Voting*	*exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit
	solely by reason of being a holder of ordinary securities in the Company); or
(b)	an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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.

3 Resolution 3 – Proposed issue of Convertible Notes to Mr Sergio Duchini and/or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution by the affirmative vote of the majority of stock outstanding and entitled to vote on the following resolution:

“That, subject to Resolution 5 being passed, for the purposes of Listing Rule 10.11 and for all other purposes, Stockholders approve the issue of up to 25,000 Convertible Notes (each with an initial face value of A$1.00) to Mr Sergio Duchini (Director) and/or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum.”

*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:	*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)	Mr Sergio Duchini and/or his nominee(s), and any other person who will obtain a material benefit as a result of the issue of the
	securities (except a benefit solely by reason of being a holder of ordinary securities in the entity or their nominee); or
(b)	an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as
indicated	above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

4 Resolution 4 – Proposed issue of Convertible Notes to Mr Michael Sistenich and/or his nominee(s)

“That, subject to Resolution 5 being passed, for the purposes of Listing Rule 10.11 and for all other purposes, Stockholders approve the issue of up to 100,000 Convertible Notes (each with an initial face value of A$1.00) to Mr Michael Sistenich (Director) and/or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a) Mr Michael Sistenich and/or his nominee(s), and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity or their nominee); or (b) an Associate of those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act .

5 Resolution 5 – Proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation

“That Stockholders approve the proposal to amend the Company’s Certificate of Incorporation to increase the total number of authorised Common Stock available for issuance from 1,500,000,000 Common Stock to 2,500,000,000 Common Stock.”

OTHER BUSINESS

To transact such other business as may be properly presented at the Meeting.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Darren Scotti Company Secretary

Dated: 14 January 2026

Who is entitled to vote at the Meeting?

If you are a Stockholder at the Record Date, you may vote your Common Stock at the Meeting.

Each holder of Common Stock has one vote for each Common Stock held at the Record Date.

Each CDI Holder is entitled to direct CDN to vote one Common Stock for every CDI held by the CDI Holder.

What is the difference between a Stockholder of Record and a Street Name Holder?

If you own Common Stock registered directly in your name with the Company’s registry, Equiniti, you are considered the Stockholder of Record with respect to those shares of Common Stock. As a Stockholder of Record, you have the right to grant your voting proxy directly to the Company or to vote virtually at the Meeting.

If your shares of Common Stock are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the Stockholder of Record with respect to those shares of Common Stock, while you are considered the beneficial owner of those Common Stock. In that case, your shares of Common Stock are said to be held in "street name" and this Notice was forwarded to you by that organisation. Street Name Holders generally cannot vote their shares of Common Stock directly and must instead instruct the broker, bank, trust or other nominee how to vote their Common Stock using the method described below under the heading ‘ How do I vote my Common Stock? ’. Since a Street Name Holder is not the Stockholder of Record, you may not vote your Common Stock virtually at the Meeting unless you obtain a "legal proxy" from the broker, bank, trustee, or nominee that holds your Common Stock giving you the right to vote the Common Stock at the meeting.

CDN is the Stockholder of Record for all shares of Common Stock beneficially owned by CDI Holders. CDI Holders are entitled to receive notice of and to attend the Meeting virtually and may direct CDN to vote at the Meeting by using the method described below under the heading ‘ How do I vote my CDIs?’.

Participating and voting virtually

Stockholders and CDI Holders attending the Meeting virtually will be able to ask questions. The Company has made provision for Stockholders who register their attendance before the start of the meeting to also electronically cast their votes on the proposed resolutions at the Meeting.

Stockholders can vote by following the instructions set out in the virtual meeting guide to be published on the ASX and the Company’s website prior to the Meeting. Stockholders will be able to vote, and Stockholders and CDI Holders will be able to ask questions at the virtual

meeting. You are strongly encouraged to submit questions to the Company prior to the Meeting (see instructions below).

Questions at the Meeting

Please note, only Securityholders may ask questions once they have been verified. It may not be possible to respond to all questions. Securityholders are encouraged to submit questions prior to the Meeting (please see below).

Submission of written questions to the Company in advance of the Meeting

Securityholders may submit a written question to the Company in advance of the Meeting by using the voting link (if you have received this Notice via email) or by completing and returning the Question Form (if you have received this Notice by mail).

The Company asks that all pre-Meeting questions be received by the Company no later than one week before the date of the Meeting, being 10.00am (AEDT) on Wednesday, 28 January 2026 (6.00pm (U.S. Eastern Standard Time) on Tuesday, 27 January 2026).

How do I vote my Common Stock?

If you are a Stockholder of Record, there are two ways you can vote at the Meeting:

(1) by completing, signing and returning the Proxy Form in accordance with its instructions; or
(2) virtually by following the instructions set out in the virtual meeting guide to be published on the ASX and the Company’s website prior to the Meeting.

Valid proxies must be received by no later than being 10.00am (AEDT) on Monday, 2 February 2026 (6.00pm (U.S. Eastern Standard Time) on Sunday, 1 February 2026).

If you hold your Common Stock as a Street Name Holder, you must vote your Common Stock in the manner prescribed by your broker, bank, trust or other nominee, which is similar to the voting procedures for Stockholders of Record. You will receive a voting instruction form to use in directing the broker, bank, trust or other nominee how to vote your Common Stock.

Please note that if you transmute your Common Stock to CDIs following the Record Date, given you held Common Stock at the Record Date, you will be entitled to vote as a Stockholder at the Meeting.

Rights of CDI Holders

CDI Holders are entitled to receive this Notice and to attend the Meeting virtually or any adjournment or postponement of the Meeting but are not entitled to vote virtually at the Meeting. Ahead of the Meeting, CDI Holders may vote as set out below under the heading ‘ How do I vote my CDIs?’ . Each CDI represents one share of

Common Stock and, therefore, each CDI Holder will be entitled to direct one vote for every CDI they hold.

How do I vote my CDIs?

If you are a CDI Holder on the Record Date, there are two ways you can vote at the Meeting:

(1) instruct CDN (as the Stockholder of Record) to vote the Common Stock underlying your CDIs pursuant to your instructions in the CDI Voting Instruction Form; or
(2) inform the Company and CDN that you wish to nominate yourself or another person to be appointed as CDN’s proxy with respect to the Common Stock underlying your CDIs for the purposes of attending and voting virtually at the Meeting by completing the CDI Voting Instruction Form.

Valid completed CDI Voting Instruction Forms must be received by no later than 10.00am (AEDT) on Sunday, 1 February 2026 (6.00pm (U.S. Eastern Standard Time) on Saturday 31 January 2026).

Please note that if you transmute your CDIs to Common Stock following the Record Date, you will need to instruct CDN (as Stockholder at the Record Date) to vote your CDIs and given you did not hold Common Stock as at the Record Date, you will not be entitled to vote at the Meeting.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, it means that you hold Common Stock and/or CDIs registered in more than one account. To ensure that all of your Common Stock and/or CDIs are voted, please submit proxies and/or voting instructions (as applicable) for all of your Common Stock and/or CDIs.

Enlitic, Inc. ARBN (672 254 027) EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Securityholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Extraordinary General (Special) Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1 Resolution 1 – Ratification of issue of Tranche 1 Convertible Notes

1.1 Background

On 22 December 2025, the Company entered into agreements with various sophisticated and/or professional investors who are not related parties of the Company ( Investors ) and directors Mr. Sergio Duchini and Mr. Michael Sistenich ( Participating Directors ) and/or their respective nominee(s) under which the Investors and the Participating Directors and/or their respective nominee(s) agreed to subscribe for, and the Company agreed to issue, up to A$8,000,000 worth of Convertible Notes (being up to 8,000,000 Convertible Notes in aggregate, each with an initial face value of A$1.00 and a Maturity Date of 30 September 2026) ( Subscription Agreements ).

The Company intends to use the funds raised from the issue of Convertibles Notes to support continued commercialisation and scaling of the Company’s AI-enabled healthcare solutions and to provide working capital to support ongoing operations and growth.

A summary of the material terms of the Subscription Agreements and the Convertible Notes is set out in Annexure A to this Explanatory Memorandum. The terms of the Subscription Agreements and the Convertibles Notes for each Investor are in substantially the same form.

The Company agreed to issue 2,591,475 Convertible Notes in aggregate under its existing Listing Rule 7.1 capacity to the Investors, and subsequently issued such Convertible Notes on 24 December 2025 ( Tranche 1 Convertible Notes ), raising A$2,59,475 in aggregate (before costs). Resolution 1 seeks Stockholder approval for the ratification of the issue of the Tranche 1 Convertible Notes.

1.2 Listing Rules 7.1 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 or agree to issue without the approval of its securityholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The agreement to issue the Tranche 1 Convertible Notes (and subsequent issue of such Convertible Notes) does not fit within any of these exceptions and, as it has not yet been approved by Stockholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Stockholder approval under Listing Rule 7.1 for the relevant 12-month period.

Listing Rule 7.4 allows the securityholders of a company to approve an issue of, or agreement to issue, Equity Securities after it has been made or agreed to be made. If they do, the issue, or agreement to issue, is taken to have been approved under Listing Rule 7.1 and so does not

reduce the company’s capacity to issue or agree to issue further Equity Securities without securityholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue or agree to issue additional Equity Securities in the future without having to obtain Stockholder approval for such issues or agreements to issue under Listing Rule 7.1 and therefore seeks Stockholder approval to ratify the agreement to issue, and the subsequent issue, of Tranche 1 Convertible Notes under and for the purposes of Listing Rule 7.4.

1.3 Technical information required for the purposes of Listing Rule 14.1A

The relevant ASX Listing Rules are summarised in section 1.2 above.

If Resolution 1 is passed, the Tranche 1 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue or agree to issue without Stockholder approval over the relevant 12month period. In addition, if Resolution 1 is passed, the Tranche 1 Convertible Notes will effectively increase the number of Equity Securities the Company can issue without Stockholder approval under Listing Rule 7.1A (additional 10% capacity).

If Resolution 1 is not passed, the Tranche 1 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without Stockholder approval over the relevant 12-month period. In addition, if Resolution 1 is not passed, the Tranche 1 Convertible Notes will effectively decrease the number of Equity Securities the Company can issue without Stockholder approval under Listing Rule 7.1A (additional 10% capacity).

1.4 Specific information required by Listing Rule 7.5

The following information in relation to the Tranche 1 Convertible Notes is provided to Securityholders for the purposes of Listing Rule 7.5:

(a) the Tranche 1 Convertible Notes were issued to various sophisticated and/or professional investors who are not related parties of the Company;
(b) 2,591,475 Tranche 1 Convertible Notes were issued in aggregate;
(c) the Tranche 1 Convertible Notes were issued in accordance with the Subscription Agreements. A summary of the material terms of the Subscription Agreements and the Convertible Notes is set out in Annexure A to this Explanatory Memorandum;
(d)
the Tranche 1 Convertible Notes were issued on 24 December 2025;
(e) the Tranche 1 Convertible Notes were issued with an initial face value of A$1.00, raising A$2,591,475 in aggregate (before costs);
(f) the funds raised from the issue of the Convertible Notes will be used to support continued commercialisation and scaling of the Company’s AI-enabled healthcare solutions and to provide working capital to support ongoing operations and growth; and
(g)
a voting exclusion applies in respect of Resolution 1 as set out in the Notice.

1.5 Potential dilutionary effect of the conversion of the Tranche 1 Convertible Notes

Under the terms of the Convertible Notes (set out in Annexure A to this Explanatory Memorandum), the number of CDIs to be issued on the conversion of the Tranche 1 Convertible Notes will be calculated by dividing the face value of the Tranche 1 Convertible Notes being converted (as adjusted to reflect any accrued and capitalised interest) by the

Conversion Price (as adjusted for certain corporate actions of the Company in accordance with the Adjustment Rules set out in Annexure B to this Explanatory memorandum). The Conversion Price may be adjusted multiple times if required by the Adjustment Rules.

The following table demonstrates the potential number of CDIs that may be issued on the conversion of the Tranche 1 Convertible Notes and the resulting dilutionary effect to Stockholders in a number of different scenarios.

Aggregate face value of Tranche 1 Convertible Notes1	CDIs issued on conversion of Tranche 1 Convertible Notes2	Aggregate dilution to Stockholders3
Conversion by all Noteholders4 on 31 July 2026(prior to the Maturity Date) Conversion Price: A$0.025 per CDI
A$2,817,142	112,685,680	11.9%
Conversion by the Company4 on 30 September 2026(the Maturity Date)5 Conversion Price: A$0.025 per CDI
A$2,883,441	115,337,640	12.2%
Conversion by all Noteholders4 on I October 2026 (following the Maturity Date) Illustrative Conversion Price: A$0.0184 per CDI6
A$2,884,863	156,786,033	15.8%
Conversion by all Noteholders4 on I October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0368 per CDI7
A$2,884,863	78,393,016	8.6%
Conversion by all Noteholders4 onI October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.092 per CDI8
A$2,884,863	313,572,065	27.3%

Securityholders should note that, as set out in Annexure A to this Explanatory Memorandum, the Conversion Price that will apply on conversion by all Noteholders following the Maturity Date will be determined with reference to the trading price of CDIs in advance of the applicable conversion date. There is no floor on the Conversion Price in this scenario, and any such conversion may be highly dilutive to existing Securityholders if the market price of CDIs falls

1 Includes accrued and capitalised interest accrues from 24 December 2025, being the date of issue of the Tranche 1 Convertible Notes until the assumed conversion date (and noting that the relevant interest rate increases from 14% p.a. to 18% p.a. from 30 September 2026),

2 Assumes there is no adjustment to the Conversion Price in accordance with the Adjustment Rules.

3 Based on current undiluted share capital of 833,174,615 Common Stock and assuming no further Equity Securities are issued.

4 Assumes all Noteholders convert their Convertible Notes on same date.

5 Conversion by the Company on or after the Maturity Date may only occur if the closing price of CDIs on each of the 10 consecutive Trading Days immediately prior to the date of the relevant conversion notice is greater than or equal to A$0.08.

6 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0184 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive), (rather than immediately prior to the conversion date).

7 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$.0368 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), multiplied by 2.

8 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0092 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), divided by two.

substantially over the period from when the Convertible Notes are issued to when they are converted.

1.6 Board recommendation

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

1.7 Voting

Securityholders are urged to carefully read the Proxy Form and/or CDI Voting Instruction Form (as applicable) and provide a direction on how to vote on Resolution 1.

2 Resolution 2 – Proposed issue of Tranche 2 Convertible Notes

2.1 Background

Resolution 2 seeks Stockholder approval for the issue of up to a further 5,283,525 Convertible Notes in aggregate to the Investors under the Subscription Agreements to raise up to A$5,283,525 in aggregate (before costs) ( Tranche 2 Convertible Notes ).

Resolution 2 is conditional on Resolution 5 being passed. Accordingly, if Resolution 2 is passed, the Company will only be authorised to proceed with the proposed issue of Tranche 2 Convertible Notes to the Investors if Stockholders also pass the proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation.

2.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in section 1.2 above.

The proposed issue of Tranche 2 Convertible Notes does not fit within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Stockholders under Listing Rule 7.1.

Resolution 2 seeks Stockholder approval for the proposed issue of Tranche 2 Convertible Notes.

2.3 Technical information required for the purposes of Listing Rule 14.1A

The relevant ASX Listing Rules are summarised in section 2.2 above.

If Resolution 2 is passed, subject to the passing of Resolution 5, the Company will be able to proceed with the issue of up to 5,283,525 Tranche 2 Convertible Notes in aggregate to the Investors under the Subscription Agreements. In addition, if Resolution 2 is passed, subject to the passing of Resolution 5: (i) the Tranche 2 Convertible Notes will be excluded from the calculation of the number of Equity Securities that the Company can issue without Stockholder approval under Listing Rule 7.1; and (ii) the Tranche 2 Convertible Notes will effectively increase the number of Equity Securities the Company can issue without Stockholder approval under Listing Rule 7.1A (additional 10% capacity).

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Tranche 2 Convertible Notes and will not raise up to A$5,283,525 in aggregate (before costs) from the issue of those Convertible Notes. In this circumstance, the Company will need to seek alternative sources of funding, and there can be no assurance that any such funding would be able to be secured, or the terms on which it could be secured. In the event that alternative sources of funding could not be secured, or not secured on acceptable terms, the Company would need to actively consider other alternatives such as a sale, merger or winding-up of the business .

2.4 Specific information required by Listing Rule 7.3

The following information in relation to the Tranche 2 Convertible Notes is provided to Securityholders for the purposes of Listing Rule 7.3:

(a) the Tranche 2 Convertible Notes will be issued to various sophisticated and/or professional investors who are not related parties of the Company;
(b) the Company will issue up to 5,283,525 Tranche 2 Convertible Notes;
(c) the Tranche 2 Convertible Notes will be issued in accordance with the Subscription Agreements. A summary of the material terms of the Subscription Agreements and the Convertible Notes is set out in Annexure A to this Explanatory Memorandum;
(d) the Tranche 2 Convertible Notes will be issued no later than 3 months after the date of the Meeting;
(e) the Tranche 2 Convertible Notes will each have an initial face value of A$1.00, raising up to A$5,283,525 in aggregate (before costs);
(f) as stated above, the funds raised from the issue of the Convertible Notes will be used to support continued commercialisation and scaling of the Company’s AI-enabled healthcare solutions and to provide working capital to support ongoing operations and growth; and
(g) a voting exclusion applies in respect of Resolution 2 as set out in the Notice.

2.5 Potential dilutionary effect of the conversion of the Tranche 2 Convertible Notes

Under the terms of the Convertible Notes (set out in Annexure A to this Explanatory Memorandum), the number of CDIs to be issued on the conversion of the Tranche 2 Convertible Notes will be calculated by dividing the face value of the Tranche 2 Convertible Notes being converted (as adjusted to reflect any accrued and capitalised interest) by the Conversion Price (as adjusted for certain corporate actions of the Company in accordance with the Adjustment Rules set out in Annexure B to this Explanatory Memorandum). The Conversion Price may be adjusted multiple times if required by the Adjustment Rules.

The following table demonstrates the potential number of CDIs that may be issued on the conversion of the Tranche 2 Convertible Notes and the resulting dilutionary effect to Stockholders in a number of different scenarios.

Aggregate face value of Tranche 2 Convertible Notes9	CDIs issued on conversion of Tranche 2 Convertible Notes10	Aggregate dilution to Stockholders11
Conversion by all Noteholders12 on 31 July 2026(prior to the Maturity Date) Conversion Price: A$0.025 per CDI
A$5,648,215	225,928,600	21.3%

9 Includes accrued and capitalised interest accrued from 6 February 2026, being the assumed date of issue of the Tranche 2 Convertible Notes, until the assumed conversion date (and noting that the relevant interest rate increases from 14% p.a. to 18% p.a. from 30 September 2026).

10 Assumes there is no adjustment to the Conversion Price in accordance with the Adjustment Rules.

11 Based on current undiluted share capital of 833,174,615 Common Stock and assuming no further Equity Securities are issued.

12 Assumes all Noteholders convert their Convertible Notes on same date.

Aggregate face value of Tranche 2 Convertible Notes9	CDIs issued on conversion of Tranche 2 Convertible Notes10	Aggregate dilution to Stockholders11
Conversion by the Company on 30 September 2026(on the Maturity Date) 13 Conversion Price: A$0.025 per CDI
A$5,781,141	231,245,640	21.7%
Conversion by all Noteholders12 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0184 per CDI14
A$5,783,992	314,347,391	27.4%
Conversion by all Noteholders12 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0368 per CDI15
A$5,783,992	157,173,696	15.9%
Conversion by all Noteholders12 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0092 per CDI16
A$5,783,992	628,694,783	43.0%

2.6 Board recommendation

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

2.7 Voting

Securityholders are urged to carefully read the Proxy Form and/or CDI Voting Instruction Form (as applicable) and provide a direction on how to vote on Resolution 2.

3 Resolutions 3 and 4 – Proposed issue of Convertible Notes to Mr. Sergio Duchini and Mr. Michael Sistenich and/or their respective nominee(s)

3.1 Background

As noted in section 1.1 above, the Company has entered into Subscription Agreements with Messrs Sergio Duchini and Michael Sistenich and/or their respective nominee(s) under which the Participating Directors and/or their respective nominee(s) agreed to subscribe for, and the Company agreed to issue, Convertible Notes.

Resolution 3 seeks Stockholder approval for the issue of up to 25,000 Convertible Notes to Mr Sergio Duchini and/or his nominee(s) to raise up to A$25,000 (before costs), and Resolution 4 seeks Stockholder approval for the issue of up to 100,000 Convertible Notes to Mr Michael Sistenich and/or his nominee(s) to raise up to A$100,000 (before costs).

13 Conversion by the Company on or after the Maturity Date may only occur if the closing price of CDIs on each of the 10 consecutive Trading Days immediately prior to the date of the relevant conversion notice is greater than or equal to A$0.08.

14 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0184 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date).

15 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0368 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), multiplied by 2.

16 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$.0092 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), divided by two.

Resolutions 3 and 4 are each conditional on Resolution 5 being passed. Accordingly, if either or both of Resolutions 3 or 4 are passed, the Company will only be authorised to proceed with the proposed issue of Convertible Notes to Mr. Sergio Duchini and/or Mr. Michael Sistenich and/or their respective nominee(s) (as applicable) if Stockholders also pass the proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation.

3.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company must not issue or agree to issue equity securities to:

a related party (Listing Rule 10.11.1);
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the Company (Listing Rule 10.11.2);
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a Director to the Board pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);
an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
a person whose relationship with the Company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by Shareholders (Listing Rule 10.11.5),

unless it obtains the approval of Stockholders.

The proposed issue of Convertible Notes to the Participating Directors and/or their respective nominee(s) falls within Listing Rule 10.11 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Stockholders under Listing Rule 10.11. If approval is given for the issue of the Convertible Notes under Listing Rule 10.11, approvals are not required under Listing Rule 7.1 and exception 14 in Listing Rule 7.2 will operate such that the issue of the Convertible Notes to the Participating Directors will be excluded from the calculation of the number of Equity Securities that the Company can issue without Stockholder approval under Listing Rule 7.1.

Resolutions 3 and 4 seek Stockholder approval for the purposes of Listing Rule 10.11 and for all other purposes to allow the Participating Directors and/or their respective nominee(s) to be issued a total of up to 125,000 Convertible Notes in addition to, and on the same terms as, the Convertible Notes issued to the Investors and/or their respective nominee(s), as detailed above.

3.3 Technical information required for the purposes of Listing Rule 14.1A

The relevant ASX Listing Rules are summarised in section 3.2 above.

If Resolution 3 is passed, subject to the passing of Resolution 5, the Company will be able to proceed with the issue of up to 25,000 Convertible Notes to Mr Sergio Duchini and/or his nominee(s) and the Company will raise up to A$25,000 (before costs) from the issue of those Convertible Notes. In addition, if Resolution 3 is passed, subject to the passing of Resolution 5, the issue of Convertible Notes to Mr Sergio Duchini and/or his nominee(s) will effectively increase the number of Equity Securities the Company can issue without Stockholder approval under Listing Rule 7.1A (additional 10% capacity). If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Convertible Notes to Mr Sergio Duchini and/or his

nominee(s) and will not raise up to A$25,000 (before costs) from the issue of those Convertible Notes. In this circumstance, the Company will need to adjust its current budget or seek alternative sources of funding, and there can be no assurance that any such funding would be able to be secured, or the terms on which it could be secured.

If Resolution 4 is passed, subject to the passing of Resolution 5, the Company will be able to proceed with the issue of up to 100,000 Convertible Notes to Mr Michael Sistenich or his nominee(s) and the Company will raise up to A$100,000 (before costs) from the issue of those Convertible Notes. In addition, if Resolution 4 is passed, subject to the passing of Resolution 5, the issue of Convertible Notes to Mr Michael Sistenich and/or his nominee(s) will effectively increase the number of Equity Securities the Company can issue without Stockholder approval under Listing Rule 7.1A (additional 10% capacity). If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Convertible Notes to Mr Michael Sistenich and/or his nominee(s) and will not raise up to A$100,000 (before costs) from the issue of those Convertible Notes. In this circumstance, the Company will need to adjust its current budget or seek alternative sources of funding, and there can be no assurance that any such funding would be able to be secured, or the terms on which it could be secured.

3.4 Specific information required by Listing Rule 10.13

The following information in relation to the Convertible Notes proposed to be issued to the Participating Directors or their respective nominee(s) is provided to Securityholders for the purposes of Listing Rule 10.13:

(a) the Convertible Notes will be issued to Mr. Sergio Duchini and Mr. Michael Sistenich and/or their respective nominee(s), as noted above;
(b) each of Mr. Sergio Duchini and Mr. Michael Sistenich are Listing Rule 10.11.1 parties because they are Directors, and their respective nominee(s) (if any) are Listing Rule 10.11.4 parties because they will be an Associate of a Director;
(c) the maximum number of Convertible Notes that will be issued is:
(i) up to 25,000 Convertible Notes to Mr Sergio Duchini and/or his nominee(s); and
(ii) up to 100,000 Convertible Notes to Mr Michael Sistenich and/or his nominee(s);
(d) the Convertible Notes will be issued in accordance with the Subscription Agreements. A summary of the material terms of the Subscription Agreements and the Convertible Notes is set out in Annexure A to this Explanatory Memorandum;
(e) the Convertible Notes will be issued no later than 1 month after the date of the Meeting;
(f) the Convertible Notes will each have an initial face value of A$1.00, raising up to A$125,000 in aggregate (before costs);
(g) as stated above, the funds raised from the issue of the Convertible Notes will be used to support continued commercialisation and scaling of the Company’s AI-enabled healthcare solutions and to provide working capital to support ongoing operations and growth;
(h) the issue of Convertible Notes to the Participating Directors and/or their respective nominee(s) is not intended to remunerate or incentivise the Participating Directors; and
(i) a voting exclusion applies in respect of Resolutions 3 and 4 as set out in the Notice.

3.5 Potential dilutionary effect of the conversion of the Convertible Notes proposed to be issued to the Participating Directors and/or their respective nominee(s)

Under the terms of the Convertible Notes (set out in Annexure A to this Explanatory Memorandum), the number of CDIs to be issued on the conversion of the Convertible Notes proposed to be issued to the Participating Directors and/or their respective nominee(s) will be calculated by dividing the face value of the Convertible Notes being converted (as adjusted to reflect any accrued and capitalised interest) by the Conversion Price (as adjusted for certain corporate actions of the Company in accordance with the Adjustment Rules set out in Annexure B to this Explanatory Memorandum). The Conversion Price may be adjusted multiple times if required by the Adjustment Rules.

The following table demonstrates the potential number of CDIs that may be issued on the conversion of the Convertible Notes proposed to be issued to the Participating Directors and/or their respective nominee(s) and the resulting dilutionary effect to Stockholders in a number of difference scenarios.

Aggregate face value of Convertible Notes17	CDIs issued on conversion of Convertible Notes18	Aggregate dilution to Stockholders19
Conversion by all Noteholders20 on 31 July 2026(prior to the Maturity Date) Conversion Price: A$0.025 per CDI
A$133,628	5,345,120	0.6%
Conversion by the Company on 30 September 2026(on the Maturity Date) 21 Conversion Price: A$0.025 per CDI
A$136,773	5,470,920	0.7%
Conversion by all Noteholders20 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0184 per CDI 22
A$136,840	7,436,957	0.9%
Conversion by all Noteholders20 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0368 per CDI23
A$136,840	3,718,478	0.4%
Conversion by all Noteholders20 on 1 October 2026(following the Maturity Date) Illustrative Conversion Price: A$0.0092 per CDI24
A$136,840	14,873,913	1.8%

17 Includes accrued and capitalised interest accrued from 6 February 2026 (being the assumed date of issue of the Convertible Notes to Participating Directors) until the assumed conversion date (and noting that the relevant interest rate increases from 14% p.a. to 18% p.a. from 30 September 2026).

18 Assumes there is no adjustment to the Conversion Price in accordance with the Adjustment Rules.

19 Based on current undiluted share capital of 833,174,615 Common Stock and assuming no further Equity Securities are issued.

20 Assumes all Noteholders convert their Convertible Notes on same date.

21 Conversion by the Company on or after the Maturity Date may only occur if the closing price of CDIs on each of the 10 consecutive Trading Days immediately prior to the date of the relevant conversion notice is greater than or equal to A$0.08.

22 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$.0184 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date).

23 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0368 per CDI reflects a 25% discount to the 10-day VWAP of CDIs on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), multiplied by 2.

24 The applicable Conversion Price will be calculated as the price which 25% discount to the 10-day VWAP of CDIs immediately prior to the relevant conversion date. For illustrative purposes only, the assumed price of A$0.0092 per CDI reflects a 25%

3.6 Board recommendation

Given the fact that Mr. Sergio Duchini and Mr. Michael Sistenich have an interest in the proposed issue of Convertible Notes under Resolutions 3 and 4 respectively, each do not consider it is appropriate for them to make a recommendation in relation to the Resolution that relates to the issue of Convertible Notes to them.

The Board (in the absence of Mr. Sergio Duchini and Mr. Michael Sistenich in respect of their relevant Resolution) recommends that Securityholders vote in favour of Resolutions 3 and 4.

The Directors are not aware of any other information that would reasonably be required by Securityholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 3 and 4.

3.7 Voting

Securityholders are urged to carefully read the Proxy Form and/or CDI Voting Instruction Form (as applicable) and provide a direction on how to vote on Resolutions 3 and 4.

4 Resolution 5 – Proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation

4.1 Background

The Company is incorporated in the U.S. state of Delaware, where a company’s certificate of incorporation must generally include the maximum number of shares of common stock that company is authorised to issue to stockholders.

The Company’s Certificate of Incorporation currently authorises the Company issue of up to 1,500,000,000 shares of Common Stock.

Resolution 5 seeks Stockholder approval to amend the Company’s Certificate of Incorporation to increase the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation to 2,500,000,000.

It is important to note that the authorised Common Stock is purely a function of the Company being incorporated in Delaware and the laws of that jurisdiction. The concept of “authorised capital” no longer exists in Australia and, generally speaking, the constitutions of companies incorporated in Australia do not limit the number of shares which the company may issue.

Accordingly, it is not necessary for the authorised Common Stock of the Company to act as any sort of anti-dilution protection for Stockholders of the Company. Stockholders receive such protections through the Listing Rules of the ASX, particularly ASX Listing Rule 7.1, which, broadly speaking (and subject to a number of exceptions, including rights issues) limits the number of Equity Securities that a listed company can issue or agree to issue without the approval of its securityholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

In order to be able to issue CDIs on conversion of the Convertible Notes, the Company needs to increase the maximum number of shares of Common Stock it is authorised to issue. It is also important that the new maximum number of authorised Common Stock is sufficient to provide the Company with capital management flexibility into the near future (and any issuances of Common Stock will at all times be remain subject to the protections from dilution as provided by the ASX Listing Rules). If that is not the case, the ability of the Company to raise capital quickly

discount to the 10-day VWAP of CDIs immediately on 9 January 2026 (inclusive) (rather than immediately prior to the conversion date), divided by two.

may, in some circumstances, be restricted, which may be adverse to the interests of the Company and its Stockholders.

For this reason, the Board has proposed that the authorised Common Stock of the Company be increased to 2,500,000,000 Common Stock.

Resolution 5 seeks Stockholder approval to amend the Company’s Certificate of Incorporation to increase the total number of authorised Common Stock available for issuance.

If Resolution 5 is passed, the Company will be authorised to issue up to 2,500,000,000 Common Stock under its Certificate of Incorporation without obtaining additional Stockholder approval (subject always, as explained above, to any Stockholder approvals required for the issue of Common Stock and CDIs under the Listing Rules, including without limitation, Listing Rule 7.1).

If Resolution 5 is not passed:

(a) the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation will not be increased to 2,500,000,000;
(b) the Company will not be able to proceed with the issue of Tranche 2 Convertible Notes and will not raise up to A$5,283,525 in aggregate (before costs) from the issue of those Convertible Notes;
(c) the Company will not be able to proceed with the issue of Convertible Notes to Participating Directors (and/or their respective nominee(s)) and will not raise up to A$125,000 in aggregate (before costs) from the issue of those Convertible Notes; and
(d) as stated above, in this circumstance, the Company will need to seek alternative sources of funding, and there can be no assurance that any such funding would be able to be secured, or the terms on which it could be secured. In the event that alternative sources of funding could not be secured, or not secured on acceptable terms, the Company would need to actively consider other alternatives such as a sale, merger or winding-up of the business.

4.2 Board recommendation

The Board recommends that Securityholders vote in favour of Resolution 5.

4.3 Voting

Securityholders are urged to carefully read the Proxy Form and/or CDI Voting Instruction Form (as applicable) and provide a direction on how to vote on Resolution 5.

Under Delaware law, to be approved, Resolution 5 must receive “For” or affirmative votes from the holders, either in person at the meeting or by proxy, of a majority of the outstanding shares entitled to vote on the matter. If you mark your Proxy Form or CDI Voting Instruction Form to “Abstain” from voting, it will have the same effect as an “Against” vote. A failure to vote will also therefore have the same effect as an “Against” vote.

GLOSSARY

A$ means Australian dollars.

Adjustment Rules means the adjustment rules set out in Annexure B to the Explanatory Memorandum.

AEDT means Australian Eastern Daylight Time.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 or, where the context requires, the Australian Securities Exchange operated by ASX Limited. Board means the Directors of Enlitic.

Business Day means any day on which banks are open for normal banking business in Sydney, New South Wales excluding Saturdays, Sundays and public holidays in Sydney, New South Wales.

CDI Holder means a holder of CDIs.

CDI Voting Instruction Form means the CDI voting instruction form accompanying the Notice.

CDIs means CHESS Depositary Interests over Common Stock.

CDN means CHESS Depositary Nominees Pty Ltd ACN 071 346 506.

Certificate of Incorporation means the Company’s Eighth Amended and Restated Certificate of Incorporation dated October 10, 2024.

Chair or Chairman means the individual designated by the Board pursuant to bylaw 3.10(a).

Common Stock or Shares means shares of common stock in the capital of the Company.

Company or Enlitic means Enlitic, Inc. ARBN 672 254 027.

Conversion Price has the meaning given in Annexure A to the Explanatory Memorandum. Convertible Notes means the convertible notes issued (or to be issued) under the Subscription Agreements.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company. Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Investors has the meaning set out in section 1.1 of the Explanatory Memorandum.

Listing Rules means the ASX Listing Rules. Maturity Date has the meaning set out in Annexure A to the Explanatory Memorandum. Meeting means the Extraordinary General (Special) Meeting of the Company convened by the Notice.

Noteholder means a holder of Convertible Notes from time to time.

Notice means the Notice of Extraordinary General (Special) Meeting.

Participating Directors has the meaning set out in section 1.1 of the Explanatory Memorandum.

Proxy Form means the proxy form accompanying the Notice.

Question Form means the question form accompanying copies of the Notice sent by mail.

Record Date means 7.00 pm (AEDT) on Friday, 23 January 2026 (3.00am (U.S. Eastern Standard Time) on Friday, 23 January 2026).

Resolution means a resolution contained in the Notice.

Securities Act means the US Securities Act of 1933.

Securityholder means a Stockholder (including CDN) or CDI Holder.

Shareholder or Stockholder means a holder of Common Stock from time to time (including as a Stockholder of Record and a Street Name Holder).

Stockholder of Record means a person who directly holds Common Stock.

Street Name Holder means a person who holds Common Stock in an account at a brokerage firm, bank, broker-dealer, trust, custodian or similar organisation.

Subscription Agreements has the meaning set out in section 1.1 of the Explanatory Memorandum.

Trading Day means a day on which the ASX is open for trading.

Tranche 1 Convertible Notes has the meaning set out in section 1.1 of the Explanatory Memorandum.

Tranche 2 Convertible Notes has the meaning set out in section 2.1 of the Explanatory Memorandum.

VWAP means volume-weighted average price.

ANNEXURE A – SUMMARY OF MATERIAL TERMS OF THE SUBSCRIPTION AGREEMENTS AND THE CONVERTIBLE NOTES

The following table sets out a summary of the material terms of the Subscription Agreements and the rights, privileges and restrictions attaching to the Convertible Notes. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Noteholders.

Term	Summary
Face value	The initial aggregate face value of the Convertible Notes is A$8,000,000 (being A$1.00 in respect of each Convertible Note).
Term	The maturity date of the Convertible Notes is 30 September 2026 (Maturity Date).
Status	Under the terms of the Note Deed Poll executed by the Company in favour of each Noteholder, and a separate U.S. law governed security agreement, upon issue, the Convertible Notes will be secured by a first priority security interest over all of the Company’s present and future right, title and interest in and to all of its tangible and intangible personal property and fixtures of every kind and nature. This security interest will be effectively senior to the Company’s unsecured and unsubordinated obligations to the extent of the collateral (save for obligations mandatorily preferred by law).
Entitlement	Prior to any conversion of Convertible Notes into CDIs, the Convertible Notes do not confer on the Noteholder any entitlement to: (a) vote at a general meeting of Shareholders; (b) receive dividends; or (c) participate in any issue of securities, other than upon conversion of the Convertible Notes. Each CDI issued on conversion of a Convertible Note will rank equally with all other CDIs then on issue from their date of issue, including in respect of dividends.
Transferability	Subject to limited exceptions, a Noteholder must not assign, transfer or otherwise deal with or dispose of the legal or beneficial interest in a Convertible Note except with the prior written consent of the Company, which must not be unreasonably withheld.
Conditions precedent	The issue of the Tranche 2 Convertible Notes is conditional on the following conditions having been satisfied: (a) Tranche 1 having been completed; (b) Shareholders having resolved to approve: (i) the issue of the Tranche 2 Convertible Notes (as contemplated by Resolution 2); and

Term	Summary
	(ii) to the extent required, an amendment to the Company’s Certificate of Incorporation to increase the total number of authorised Common Stock available for issuance (as contemplated by Resolution 5); (c) the Company having taken steps required to ensure that each CDI issued on the conversion of a Convertible Note is freely transferable without any requirement for disclosure under Part 6D.2 of the Corporations Act; (d) there being no subsisting event of default and no event which, with the passage of time, could reasonably be expected to become an insolvency event; (e) the security interests to secure the payment of all amounts payable under the Convertible Notes having been perfected; and (f) certain US law opinions having been delivered to the “Securityholders’ Agent” (which is appointed as agent of the Noteholders as a class).
Timing of issue	The Tranche 2 Convertible Notes will be issued on the date that is one Business Day after the conditions precedent have been satisfied and the Company has notified the Noteholders of that fact, or at any other time agreed between the Company and the Noteholders.
Interest	Interest accrues daily on each Convertible Note from the period commencing from (and including) the date of issue until (but excluding) the earlier of the date that the Convertible Note is converted or redeemed at the rate of: (a) 14% per annum in respect of the period up to and including the Maturity Date; and (b) 18% per annum in respect of the period after the Maturity Date or an Event of Default (see below). Interest payable on each Convertible Note will be capitalised, and the face value of the relevant Convertible Note adjusted with effect on and from each interest payment date, unless the Company elects by notice in writing to pay such interest in cash.
Conversion at Noteholder’s election	A Noteholder may convert all of the Convertible Notes held by that Noteholder into CDIs by delivering a conversion notice to the Company in any of the following circumstances: (a) at any time prior to the Maturity Date; and (b) to the extent the Convertible Notes have not been previously redeemed or converted, at any time following the Maturity Date.

Term	Summary
Conversion at Company’s election	The Company may convert all of the Convertible Notes held by all Noteholders by delivering a conversion notice to the Noteholders at any time on or after the Maturity Date: (a) to the extent the Convertible Notes have not been previously redeemed or converted; and (b) provided that the closing price of CDIs on each of the 10 consecutive Trading Days immediately prior to the date of the relevant conversion notice is greater than or equal to A$0.08.
Conversion Price and adjustments	Upon conversion of the Convertible Notes the subject of a conversion notice, the number of CDIs to be issued to a Noteholder will be calculated by dividing the face value by the Conversion Price (see below). The face value of the Convertible Notes the subject of a conversion notice is the initial face value of those Convertible Notes (being A$1.00), as adjusted to reflect any accrued and capitalised interest. TheConversion Priceis: (a) in the case of a conversion by the Noteholder prior to the Maturity Date: A$0.025 per CDI; (b) in the case of a conversion by the Company on or after the Maturity Date: A$0.025 per CDI; and (c) in the case of a conversion by the Noteholder following the Maturity Date, the price which represents a 25% discount to the 10-day VWAP of CDIs immediately prior to the conversion date, as may be adjusted in accordance with the Adjustment Rules set out in Annexure B. The Conversion Price may be adjusted multiple times if required by the Adjustment Rules. The total number of CDIs to be issued on conversion of the Convertible Notes the subject of a conversion notice will be rounded up to the nearest whole number.
Redemption at Noteholder’s election	A Noteholder may require the Company to redeem all of the Convertible Notes held by that Noteholder at any time after the Maturity Date by giving the Company written notice specifying: (a) the date on which such redemption is to be effected (which shall be no earlier than 20 Business Days after the Maturity Date or 40 Business Days if the Company intends to conduct a capital raising in order to fund such redemption); (b) the face value and any accrued but unpaid interest that is payable on redemption assuming that the Convertible Notes are redeemed on the intended redemption date and interest accrued at the higher interest rate after the Maturity Date; and

Term	Summary
	(c) the account to which the payment is to be made, if different from that previously notified by the Noteholder to the Company. The Company must notify all Noteholders as soon as practicable, and in any event within 2 Business Days, of receipt of a redemption notice from a Noteholder.
Redemption at Company’s election	The Company may redeem all the Convertible Notes at any time on or after the Maturity Date by giving each Noteholder written notice specifying: (a) the intended redemption date on which such redemption is to be effected (which shall be within 20 Business Days after such notice is given, or 40 Business Days if the Company intends to conduct a capital raising in order to fund such redemption); and (b) the face value and any accrued but unpaid interest that is payable on redemption, assuming that the Convertible Notes are redeemed on the intended redemption date and interest accrued at the higher interest rate after the Maturity Date.
Redemption amount	Except where the Convertible Notes are redeemed in connection with a Change of Control Event (see below), the amount payable by the Company on the redemption of each Convertible Note is equal to the face value of the Convertible Note plus any accrued but unpaid interest on the Convertible Note as at the redemption date.
Redemption on occurrence of an Event of Default	If an Event of Default occurs: (a) the redemption amount becomes immediately due and payable; (b) the Company must give notice in writing to all Noteholders specifying an intended redemption date no later than 20 Business Days from the date of such notice; (c) if the Company fails to give such notice within two Business Days after it or a Noteholder give notice of an Event of Default, a Noteholder or the Securityholders’ Agent may give a redemption notice to the Company and the Noteholders specifying an intended redemption date no later than 20 Business Days from the date of such notice; (d) the Company must, no later than the intended redemption date, redeem all the Convertible Notes at the face value of the Convertible Notes and any accrued but unpaid interest on the Convertible Notes up to the redemption date; and (e) the Securityholders’ Agent may exercise all rights, remedies, powers and discretions granted by the Company in respect of the collateral held as security. The termEvent of Defaultincludes various customary events, including relating to a failure to pay amounts due in respect of the Convertible Notes,breach of agreement,insolvencyevents,ceasingto

Term	Summary
	conduct business, breach of covenant, breach of law, suspension of the Company’s securities from quotation on ASX for more than 5 consecutive Trading Days and removal of the Company from the official list of the ASX.
Redemption on occurrence of a Change of Control Event	If a Change of Control Event occurs before the redemption or conversion of the Convertible Notes and prior to the Maturity Date, the Company must: (a) give notice in writing to all Noteholders specifying an intended redemption date no earlier than 30 and no later than 40 Business Days from the date of such notice; and (b) redeem the Convertible Notes at the Change of Control Redemption Amount (see below) on or before that date. TheChange of Control Redemption Amountis the redemption amount that would otherwise apply on redemption of the Convertible Note plus 50% of the initial face value of the Convertible Note (being A$0.50), which is an additional amount of interest payable on the Convertible Note. The termChange of Control Eventmeans the consummation or completion of any of the following: (a) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganisation, other than any such consolidation, merger or reorganisation in which the Common Stock of the Company immediately prior to such consolidation, merger or reorganisation continues to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganisation; (b) any transaction or series of related transactions in which a relevant interest in excess of 50% of the Company’s Shares or voting power becomes held by any person and their associates or affiliates; (c) the removal or resignation of more than 50% of the directors of the Company or the appointment of a majority of the directors of the Company; or (d) the sale or transfer of all or substantially all of the Company’s assets, or the exclusive license of all or substantially all of the Company’s material intellectual property.
Undertakings and covenants	The Company must comply with various customary undertakings and covenants for so long as any Convertible Notes are on issue, including in relation to the conduct of its business, non-disposal of material assets, not undertaking any capital consolidations, subdivisions, returns or distributions and not issuing or modifying the rights attaching to securities convertible into Common Stock or CDIs (subject to exceptions).

Term	Summary
Representations and warranties	The Company gives customary representations and warranties including in relation to registration, power and capacity, solvency, authorisations, compliance with laws, ownership of assets, intellectual property, obligations to issue securities, debt and liabilities and litigation.
Adjustment Rules	The Adjustment Rules applicable to the Convertible Notes are set out in Annexure B to this Explanatory Memorandum.
Amendments	The terms of the Convertible Notes may only be amended by the Company with prior approval from Noteholders who together hold 50% or more of the total number of Convertible Notes on issue at the relevant time.

ANNEXURE B – ADJUSTMENT RULES

1 Definitions

The following defined terms apply to capitalised terms used in these Adjustment Rules:

Cash Dividend means:

(a) any Dividend which is to be paid or made in cash (in whatever currency); and
(b) any Dividend determined to be a Cash Dividend pursuant to paragraph (a) of the definition of ‘Dividend’.

Company Group means the Company and each of its related bodies corporate.

Conversion Right means a right of a Noteholder to convert a Convertible Note into a Share.

Current Market Price means, in respect of a Share at a particular time on a particular date, the average of the VWAP of one Share for the 30 consecutive Trading Days ending on the Trading Day immediately preceding such date, provided that:

(a) if at any time during the said 30 Trading Days period the Shares shall have been quoted ex-dividend (or ex- any other entitlement) and during some other part of that period the Shares shall have been quoted cum-dividend (or cum- any other entitlement) then:
(i) if the Shares to be issued in such circumstances do not rank for the dividend (or entitlement) in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend (or cum- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or entitlement) per Share as at the date of the first public announcement of such dividend (or entitlement); or
(ii) if the Shares to be issued in such circumstances rank for the dividend (or entitlement) in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount; and
(b) if the Shares on each of the said 30 Trading Days have been quoted cum-dividend (or cum- any other entitlement) in respect of a dividend (or entitlement) which has been declared or announced but the Shares to be issued do not rank for that dividend (or entitlement), the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or entitlement) per Share as at the date of the first public announcement of such dividend (or entitlement); and
(c) if such closing prices are not available on each of the 30 Trading Days during the relevant period, then the arithmetic average of such closing prices which are available in the relevant period shall be used (subject to a minimum of two such closing prices); and
(d) if only one or no such closing price is available in the relevant period, then the Current Market Price shall be determined in good faith by two Independent Financial Institutions.

Dividend means any dividend or distribution to Shareholders whether of cash, assets, or other property, and however described and whether payable out of profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to holders upon or in connection with a reduction of capital (and for these purposes a distribution of assets

includes without limitation an issue of Shares or other securities credited as fully or partly paid up by way of capitalisation of profits or reserves).

Effective Date means the first date on which the Shares are traded on the ASX ex-the relevant Dividend or in the case of a purchase, redemption or buy back of Shares or any depositary or other receipts or certificates representing Shares, the date on which such purchase, redemption or buy back is made.

Fair Market Value means, with respect to any assets, security, option, warrants or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by the Company (or, where the matter is referred to an Independent Financial Institution under the terms of the Note Deed Poll relating to the Convertible Notes, by that Independent Financial Institution), provided that:

(a) the fair market value of a Cash Dividend paid or to be paid per Share shall be the amount of such Cash Dividend per Share determined as at the date of announcement of such Dividend; and
(b) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such investment bank of international repute) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five Trading Days on the relevant market immediately prior to the date on which the Fair Market Value is to be determined and, if no such period is available, the period of five Trading Days on the relevant market commencing on the first such Trading Day such options, warrants or other rights are publicly traded.

Independent Financial Institution means an independent investment bank of international repute acting as an expert appointed by and at the expense of the Company for the purposes, and at the times, set out in these Adjustment Rules.

Shares means shares of Common Stock.

Shareholder means a holder of Shares.

2 General

The operation of the Adjustment Rules is subject to compliance with all applicable laws and the ASX Listing Rules (including, where necessary any confirmation in respect of, or waiver of, the ASX Listing Rules or the seeking of shareholder approval if required).

3 Discounted rights issues in respect of Shares or rights to acquire Shares

If and whenever the Company shall issue Shares to all or substantially all Shareholders as a class by way of rights, or issue or grant to all or substantially all Shareholders as a class, by way of rights, of options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares, in each case at less than the Current Market Price per Share on the last Trading Day preceding the date of the announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

==> picture [30 x 22] intentionally omitted <==

where:

A is the number of Shares on issue immediately before such announcement;

B is the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Shares comprised therein would purchase at such Current Market Price per Share; and
C is the aggregate number of Shares issued or, as the case may be, comprised in the issue or grant.

Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be) or where a record date is set, the first date on which the Shares are traded ex-rights, ex-options or ex-warrants (as the case may be).

4 Discounted rights issues in respect of other securities

If and whenever the Company shall issue any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares) to all or substantially all Shareholders as a class, by way of rights, or the grant to all or substantially all Shareholders as a class by way of rights, of any options, warrants or other rights to subscribe for, purchase or otherwise acquire, any securities (other than Shares or options, warrants or other rights to subscribe for, or purchase Shares or otherwise acquire Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

==> picture [38 x 22] intentionally omitted <==

where:

A is the Current Market Price of one Share on the last Trading Day immediately preceding the date on which Shares are traded on ASX ex-rights, ex-options or ex-warrants (the ‘ex-date’); and is the Current Market Price of one Share on the last Trading Day immediately preceding the date on which Shares are traded on ASX ex-rights, ex-options or ex-warrants (the ‘ex-date’); and
B is the Fair Market Value on the date immediately preceding the ex-date of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be) or where a record date is set, the first date on which Shares are traded ex-rights, ex-options or ex-warrants (as the case may be).

5 Issue of Shares or rights to acquire Shares at a discount (other than by way of rights)

If and whenever the Company shall issue (otherwise than as mentioned in Rule 3 above) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for or purchase of, Shares) or shall issue or grant (otherwise than as mentioned in Rule 3 above) any options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares, in each case at a price per Share which is less than the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

==> picture [30 x 23] intentionally omitted <==

where:

A is the number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares;
B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares, or for the Shares to be issued on exercise of such option, warrants or other rights to subscribe for Shares, would purchase at such Current Market Price per Share; and
C is the number of Shares in issue immediately after the issue of such additional Shares or which would be in issue immediately after the exercise of such options, warrants or other rights to subscribe for Shares.

Provided that if at the time of issue or grant of any such options, warrants or rights (as used in this Rule 5, the Specified Date ) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Rule 5, ‘C’ shall be determined by application of such formula or variable feature or as if the relevant event occurs or has occurred as at the Specified Date and as if such conversion, exchange, subscription or purchase had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of any such options, warrants or other rights.

6 Issue of securities in connection with an offer by or on behalf of the Company

In the event of any issue, sale or distribution by or on behalf of the Company or any other member of the Company Group or (at the direction or request of or pursuant to any arrangements with the Company or any other member of the Company Group) any other company, person or entity of any securities in connection with an offer by or on behalf of the Company or any other member of the Company Group or such other company, person or entity pursuant to which offer the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them, then (except where the Conversion Price fails to be adjusted under Rules 3, 4, or 5 the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

==> picture [35 x 22] intentionally omitted <==

where:

A is the Current Market Price of one Share on the last Trading Day preceding the date on which such issue, sale or distribution is publicly announced; and
B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue, sale or distribution of the securities.

7 Other adjustment events

If:

(a) the rights of conversion, exchange, purchase or subscription attaching to any options, rights or warrants to subscribe for or purchase Shares or any securities convertible into or exchangeable for Shares or the rights carried by such securities to subscribe for or purchase Shares are modified (other than pursuant to, and as provided in, the existing terms and conditions of such options, rights, warrants or securities); or
(b) one or more events or circumstances not referred to in any Adjustment Rules set out in Rules 3 to 6 (inclusive) have occurred which have or would have an effect on the position of the Noteholder as a class compared with the position of the holders of Shares, taken as a class (including, without limitation, any demerger, spin-off or similar arrangement in respect of any business of the Company Group),

then, in any such case, the Company shall promptly:

(c) notify the Noteholder in writing thereof;
(d) consult with an Independent Financial Institution, as to what adjustment, if any, should be made to the Conversion Price to preserve the value of the Conversion Rights; and
(e) make any such adjustment.

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ARBN 672 254 027

LODGE YOUR INSTRUCTION

ONLINE 

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

BY MAIL  Enlitic, Inc. C/- MUFG Corporate Markets (AU) Limited Locked Bag A14



BY FAX

(02) 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia)

 BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

*During business hours Monday to Friday

ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a holder of Common Stock in Enlitic, Inc. ( Company ) ( Stockholder ) of Enlitic, Inc. and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chair of the Meeting as your proxy, Name the Chair of the please write the name and email of the person or body corporate you Meeting (mark box) are appointing as your proxy. An email will be sent to your appointed Email proxy with details on how to access the virtual Meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General (Special) Meeting of Stockholders of the Company to be held at 10:00am (AEDT) on Wednesday, 4 February 2026 / 6:00pm (U.S. Eastern Standard Time) on Tuesday, 3 February 2026 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.openbriefing.com/ENLGM26 (refer to details in the Virtual Meeting Online Guide).

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

Capitalised terms not otherwise defined have the meaning given in the accompanying Notice of Extraordinary General (Special) Meeting and Explanatory Memorandum.

VOTING DIRECTIONS

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

Items of Business

For Against Abstain * For Against Abstain *
1 Ratification of issue of Tranche 1 4 Proposed issue of Convertible Notes to Convertible Notes Mr Michael Sistenich and/or his nominee(s)
2 Proposed issue of Tranche 2 Convertible Notes
5 Proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation

==> picture [79 x 50] intentionally omitted <==

3 Proposed issue of Convertible Notes to Mr Sergio Duchini and/or his nominee(s)
If you mark the “Abstain” box for a particular item of business, you are directing your proxy not to vote on your behalf on such item of business and your votes will not be counted in computing the required voting threshold for such item of business. Under Delaware law, to be approved, Resolution 5 must receive “For” or affirmative votes from the holders, either in person at the Meeting or by proxy, of a majority of the outstanding Shares entitled to vote on the matter. If you mark your Proxy Form to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will also have the same effect as “Against” votes.



SIGNATURE OF STOCKHOLDERS – THIS MUST BE COMPLETED

Stockholder 1 (Individual) Joint Stockholder 2 (Individual) Joint Stockholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

ENL PRX2601N

HOW TO COMPLETE THIS STOCKHOLDER PROXY FORM

CDI HOLDERS

Please note this Proxy Form is only for Stockholders of the Company. If you hold CHESS Depositary Interests over Common Stock ( CDIs ), you must complete a CDI Voting Instruction Form provided with the Notice of Extraordinary General (Special) Meeting.

If you hold Common Stock and CDIs you must complete this Proxy Form (should you wish to appoint a proxy) with respect to your Common Stock and a separate CDI Voting Instruction Form with respect to your CDIs.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice. A form of the certificate may be obtained from the MUFG Corporate Markets (AU) Limited or online at www.mpms. mufg.com/en/mufg-corporate-markets.

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. 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 in Step 1. A proxy need not be a Stockholder of the Company.

DEFAULT TO CHAIR OF THE MEETING

If you return this form without appointing a proxy in Step 1, your proxy will default to the Chair of the Meeting, who will vote your Common Stock in accordance with your directions or, if not directed, as described in Step 1.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Common Stock 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 Common Stock 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 it chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF ADDITIONAL PROXIES

You are entitled to appoint more than one proxy to attend the Meeting and vote on a poll. If you wish to appoint additional proxies, additional Proxy Forms may be obtained by telephoning MUFG Corporate Markets (AU) Limited or you may copy this form and return them both together.

To appoint additional proxies you must:

(a) on each of the first Proxy Form and each additional Proxy Form state the percentage of your voting rights or number of Common Stock applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise its pro rata share of your votes. Fractions of votes will be disregarded; and
(b) return all forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either Stockholder may sign.

Power of Attorney: to sign under power of attorney, you must lodge the power of attorney with MUFG Corporate Markets (AU) Limited. If you have not previously lodged this document for notation, please attach a certified photocopy of the power of attorney to this form when you return it.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Monday, 2 February 2026 / 6:00pm (U.S. Eastern Standard Time) on Sunday, 1 February 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

ONLINE

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

Login to the Investor Centre using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your Proxy Form. To use the online lodgement facility, Stockholders will need their “Holder Identifier” - EQ Account Number (EAN).

BY MOBILE DEVICE

QR Code

You can lodge your Proxy Form by scanning the QR code adjacent or enter the link

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

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

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

BY MAIL



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

 BY FAX

(02) 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia)

BY HAND



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

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

Companies: with respect to an Australian company, 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 (Cth)) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place. With respect to a U.S. company or other entity, this form may be signed by one officer. Please give full name and title under the signature.

ONLINE  https://au.investorcentre.mpms.mufg.com MOBILE https://au.investorcentre.mpms.mufg.com

==> picture [173 x 53] intentionally omitted <==

LODGE YOUR INSTRUCTION

ARBN 672 254 027

BY MAIL  Enlitic, Inc. C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



(02) 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia)

 BY HAND*

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

*During business hours Monday to Friday
ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

CDI VOTING INSTRUCTION FORM

X99999999999

DIRECTION TO CHESS DEPOSITARY NOMINEES PTY LTD

I/We being a holder of CHESS Depositary Interests ( CDIs ) over Common Stock of Enlitic, Inc. ( Company ) hereby direct CHESS Depositary Nominees Pty Ltd ( CDN ) to vote the Common Stock underlying my/our CDI holding at the Extraordinary General (Special) Meeting of Stockholders of the Company to be held

at 10:00am (AEDT) on Wednesday, 4 February 2026 (6:00pm (U.S. Eastern Daylight Time) on Tuesday, 3 February 2026) (the Meeting ) and at any adjournment or postponement of the Meeting, in accordance with the following directions.

By execution of this CDI Voting Instruction Form the undersigned hereby authorises CDN to appoint such proxies or their substitutes in their discretion to vote in accordance with the directions set out below. Capitalised terms not otherwise defined have the meaning given in the accompanying Notice of Extraordinary General (Special) Meeting and Explanatory Memorandum.

PROXY APPOINTMENT – this ONLY needs to be completed if you wish to appoint a person, for the avoidance of doubt, other than CDN, to attend and vote the Common Stock underlying my/our holding at the Meeting and any adjournment or postponement of the Meeting. Please mark either A or B

A APPOINT THE CHAIR B APPOINT A PROXY CDN to appoint the Please write the name of the person (other than the Chair of the Meeting) you would like to attend and vote at the Meeting on your following nominated CDN to appoint the Chair of behalf. An email will be sent to your appointed proxy with details on how the Meeting as its proxy (mark box) to access the virtual Meeting. nominated proxy (mark Name box) The Chair of the Meeting intends Email to vote undirected proxies in favour of each item of business. OR failing attendance at the Meeting of the person or body corporate so named, the Chair of the Meeting

VOTING INSTRUCTIONS

Voting instructions will only be valid and accepted by CDN if they are signed and received no later than 72 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * For Against Abstain * 4 Proposed issue of Convertible Notes to Mr Michael Sistenich and/or his nominee(s)

1 Ratification of issue of Tranche 1 Convertible Notes
2 Proposed issue of Tranche 2 Convertible Notes
5 Proposed increase to the authorised
Convertible Notes Common Stock available for issuance under the Company’s Certificate of
3 Proposed issue of Convertible Notes to Incorporation Mr Sergio Duchini and/or his nominee(s)
If you do not mark the “For”, “Against” or “Abstain” box your vote will not be counted. If you mark the “Abstain” box for a particular item of business, you are directing CDN or its appointed proxy (as applicable) not to vote on your behalf on such item of business and your votes will not be counted in computing the required voting threshold for such item of business. Under Delaware law, to be approved, Resolution 5 must receive “For” or affirmative votes from the holders, either in person at the meeting or by proxy, of a majority of the outstanding Shares entitled to vote on the matter. If you mark your CDI Voting Instruction Form to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will also have the same effect as “Against” votes.



SIGNATURE OF CDI HOLDERS – THIS MUST BE COMPLETED

CDI Holder 1 (Individual)

Joint CDI Holder 2 (Individual)

Joint CDI Holder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) This form should be signed by the CDI Holder in accordance with the instructions overleaf.

Director

ENL PRX2602N

HOW TO COMPLETE THIS CDI VOTING INSTRUCTION FORM

COMMON STOCKHOLDERS

Please note this CDI Voting Instruction Form is only for CDI Holders of the Company. If you hold Common Stock directly, you must complete a Proxy Form (should you wish to appoint a proxy) provided with the Notice of Extraordinary General (Special) Meeting.

If you hold Common Stock and CDIs you must complete this CDI Voting Instruction Form with respect to your CDIs and a separate Proxy Form (should you wish to appoint a proxy) with respect to your Common Stock.

YOUR NAME AND ADDRESS

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

DIRECTION TO CHESS DEPOSITARY NOMINEES PTY LTD

Each CDI is evidence of an indirect ownership in the Company’s shares of common stock. The underlying Common Stock are registered in the name of CHESS Depositary Nominees Pty Ltd ( CDN ) (as the registered Stockholder). As holders of CDIs are not the legal owners of the underlying Common Stock, CDN is entitled to vote at the Meeting on the instruction of the registered holders of the CDIs. Therefore, every CDI registered in your name entitles you to one vote.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

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

LODGEMENT OF A CDI VOTING INSTRUCTION FORM

This CDI Voting Instruction Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Sunday, 1 February 2026 (6:00pm (U.S. Eastern Standard Time) on Saturday, 31 January 2026), being not later than 72 hours before the commencement of the Meeting. Any CDI Voting Instruction Form received after that time will be invalid.

CDI Voting Instruction Forms may be lodged using the reply paid envelope or:

ONLINE

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

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

BY MOBILE DEVICE

QR Code

You can lodge your CDI Voting Instruction Form by scanning the QR code adjacent or enter the link

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

com into your mobile device. Log in using the Holder Identifier and postcode for your CDI holding.

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

BY MAIL



Enlitic, Inc.

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

BY FAX



+61 2 9287 0309

 BY HAND

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

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

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Online Meeting Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

Chrome – Version 44 & 45 and after
Edge – 92.0 and up

To attend and vote you must have your Securityholder number and postcode.

Appointed proxy: Your proxy number will be provided by MUFG before the Meeting.

Please make sure you have this information before proceeding.

Online Meeting Guide

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Step 1

Open your web browser and go to https://meetings.openbriefing.com/ENLGM26

Step 2

Please read and accept the terms and conditions before clicking on the ‘Register and Watch Meeting’ button.

On the left – a live webcast of the Meeting starts automatically once the Meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.
On the right – the presentation slides that will be addressed during the Meeting
At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Only Stockholders and their proxy holders are able to register and vote. For the avoidance of doubt, CDI Holders will not be able to vote at the Meeting.

To register to vote you will need to enter your EQ Account Number which consists of 10 digits and starts with 9 and postcode or country of residence if outside Australia.

If you are an appointed proxy, please enter the proxy number issued by MUFG in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by Securityholders at the Meeting (as set out in the Notice of Extraordinary General (Special) Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Stockholders and proxies can submit either a full vote or partial vote.

2 • Online Meeting Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards. Once voting has been closed all submitted voting cards cannot be changed.

Online Meeting Guide • 3

continued Online Meeting Guide

2. How to ask a question

Note: Only verified Securityholders (including CDI Holders), proxy holders and corporate representatives are eligible to ask questions.

To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage. If you are a Stockholder and have yet to obtain a voting card, you will be prompted to enter your EQ Account number or proxy details before you ask a question. If you are a CDI Holder, you will need to enter your Securityholder number (SRN/HIN).

2a. How to ask a written question

The ‘Ask a Question’ box will pop up and you have the option to type in a written question of ask an audio question over the phone line.

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In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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2b. How to ask an audio question

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Step 1

Click on ‘Go to Web Phone’

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Step 2

Type in your name and hit the green call button. You will then be in the Meeting and able to listen to proceedings.

4 • Online Meeting Guide

Step 3

A box will pop up with a microphone test. Select ‘Start Call’

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Step 4

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You are now in the Meeting (on mute) and will be able to listen to proceedings.

When the Chair calls for questions or comments on each item of business, press 1 on the keypad on your screen for the item of business that your questions or comments relates to. If at any time you no longer wish to ask a question or make a comment, you can lower your hand by pressing 2 on the keypad.

Step 5

When it is time to ask your question or make your comment, the moderator will introduce you to the Meeting. Your line will be unmuted and you will be prompted to speak. If you have also joined the Meeting online, please mute your laptop, desktop, tablet or mobile device before you speak to avoid technical difficulties for you and other Securityholders.

Step 6

Your line will be muted once your question or comment has been asked / responded to

Step 7

You can hang up and resume watching the Meeting via the online platform. If you would like to ask a question on another item of business, you can repeat the process above.

Please ensure you have muted the webcast audio.

3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

Important Note

Voting is only available to Stockholders and their proxy holders. For the avoidance of doubt, CDI Holders will not be able to vote at the Meeting.

Stockholders, proxy holders and CDI Holders will be able to ask questions.

Contact us

Australia T +61 1800 990 363

MUFG0004.D SVWQ 01/25 ISS11

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ARBN 672 254 027

LODGE YOUR QUESTIONS

ONLINE  https://au.investorcentre.mpms.mufg.com MOBILE https://au.investorcentre.mpms.mufg.com

BY MAIL  Enlitic, Inc. C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia



BY FAX

(02) 9287 0309 (within Australia) +61 2 9287 0309 (from outside Australia)
BY HAND* MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150
*During business hours Monday to Friday
ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

Please use this form to submit any questions about Enlitic, Inc. that you would like us to respond to at the Company’s 2026 Extraordinary General (Special) Meeting of Stockholders. Your questions should relate to matters that are relevant to the business of the Meeting, as outlined in the accompanying Notice and Explanatory Memorandum.

This form must be received by the Company’s CDI registrar, MUFG Corporate Markets (AU) Limited no later than one week before the date of the Meeting, being 10:00am (AEDT) on 28 January 2026 / 6:00pm (U.S. Eastern Standard Time) on 27 January 2026.

Questions will be collated. During the course of the Meeting, the Chair of the Meeting will endeavour to address as many of the more frequently raised Stockholder / CDI Holder topics as possible. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to Stockholders / CDI Holders.

Capitalised terms not otherwise defined have the meaning given in the accompanying Notice of Special Meeting and Explanatory Memorandum.

My question relates to (please mark the most appropriate box)

A Resolution being put to the Meeting General suggestion Sustainability/Environment Other Future direction

A Resolution being put to the Meeting Sustainability/Environment Future direction

General suggestion Other

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ARBN 672 254 027

14 January 2026

Dear CDI holder

NOTICE OF EXTRAORDINARY GENERAL (SPECIAL) MEETING

Enlitic, Inc. (“Enlitic” or “Company”) will be holding its Extraordinary General (Special) Meeting of Stockholders (“Meeting”) at 10:00am (Australian Eastern Daylight Time) on Wednesday, 4 February 2026 / 6:00pm (U.S. Eastern Standard Time) on Tuesday, 3 February 2026 and at any adjournment or postponement thereof.

The Meeting will be held as virtual event and will be conducted online at: https://meetings.openbriefing.com/ENLGM26

Online registration will be open 30 minutes prior to the Meeting at 9:30am (Australian Eastern Daylight Time) / 5:30pm (U.S. Eastern Standard Time).

The following documents can be viewed and downloaded on Enlitic’s website at https://ir.enlitic.com/asx-announcements/:

Notice of Extraordinary General (Special) Meeting and Explanatory Memorandum to Stockholders (“Notice of Meeting and Explanatory Memorandum”) setting out the business of the Meeting; and
a Virtual Online Meeting Guide on how to use the online platform (if you wish to attend the Meeting virtually).

Details regarding the opportunities for CDI holders to participate in the Meeting, including opportunities to ask questions, are contained within the Notice of Meeting and Explanatory Memorandum and the Virtual Meeting Online Guide.

Record Date

You may vote (by completing the CDI Voting Instruction Form) at the Meeting if you are a record holder of CHESS Depositary Interests (“CDIs”) at 7.00pm (Australian Eastern Daylight Time) on Friday, 23 January 2026 (3.00am (U.S. Eastern Standard Time) on Friday, 23 January 2026) (the “Record Date”).

We encourage you to read the Notice of Meeting and Explanatory Memorandum carefully. If you are in doubt as to how to vote, you should seek advice from your professional advisers before voting.

Yours faithfully,

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Darren Scotti Company Secretary Enlitic, Inc. ARBN 672254 027

AI assistant

ENLITIC INC. — Proxy Solicitation & Information Statement 2026

64853_rns_2026-01-13_c1ea9de7-7816-491d-a483-3298f31ead28.pdf

Extraordinary General (Special) Meeting

Enquiries:

Enlitic Investor Relations

About Enlitic

Enlitic, Inc.

ARBN 672 254 027

NOTICE OF EXTRAORDINARY GENERAL (SPECIAL) MEETING AND EXPLANATORY MEMORANDUM

Date of Meeting

Time of Meeting

Place of Meeting

A Proxy Form and CDI Voting Instruction Form is enclosed or has otherwise been provided to you (as applicable)

Foreign Ownership Restriction

Enlitic, Inc. ARBN 672 254 027

NOTICE OF EXTRAORDINARY GENERAL (SPECIAL) MEETING

AGENDA

1 Resolution 1 – Ratification of issue of Tranche 1 Convertible Notes

2 Resolution 2 – Proposed issue of Tranche 2 Convertible Notes

3 Resolution 3 – Proposed issue of Convertible Notes to Mr Sergio Duchini and/or his nominee(s)

4 Resolution 4 – Proposed issue of Convertible Notes to Mr Michael Sistenich and/or his nominee(s)

5 Resolution 5 – Proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation

OTHER BUSINESS

To transact such other business as may be properly presented at the Meeting.

By order of the Board

Who is entitled to vote at the Meeting?

What is the difference between a Stockholder of Record and a Street Name Holder?

Participating and voting virtually

Questions at the Meeting

Submission of written questions to the Company in advance of the Meeting

How do I vote my Common Stock?

Rights of CDI Holders

How do I vote my CDIs?

What does it mean if I receive more than one set of proxy materials?

Enlitic, Inc. ARBN (672 254 027) EXPLANATORY MEMORANDUM

1 Resolution 1 – Ratification of issue of Tranche 1 Convertible Notes

1.1 Background

1.2 Listing Rules 7.1 and 7.4

1.3 Technical information required for the purposes of Listing Rule 14.1A

1.4 Specific information required by Listing Rule 7.5

1.5 Potential dilutionary effect of the conversion of the Tranche 1 Convertible Notes

1.6 Board recommendation

1.7 Voting

2 Resolution 2 – Proposed issue of Tranche 2 Convertible Notes

2.1 Background

2.2 Listing Rule 7.1

2.3 Technical information required for the purposes of Listing Rule 14.1A

2.4 Specific information required by Listing Rule 7.3

2.5 Potential dilutionary effect of the conversion of the Tranche 2 Convertible Notes

2.6 Board recommendation

2.7 Voting

3 Resolutions 3 and 4 – Proposed issue of Convertible Notes to Mr. Sergio Duchini and Mr. Michael Sistenich and/or their respective nominee(s)

3.1 Background

3.2 Listing Rule 10.11

3.3 Technical information required for the purposes of Listing Rule 14.1A

3.4 Specific information required by Listing Rule 10.13

3.6 Board recommendation

3.7 Voting

4 Resolution 5 – Proposed increase to the authorised Common Stock available for issuance under the Company’s Certificate of Incorporation

4.1 Background

4.2 Board recommendation

4.3 Voting

GLOSSARY

ANNEXURE A – SUMMARY OF MATERIAL TERMS OF THE SUBSCRIPTION AGREEMENTS AND THE CONVERTIBLE NOTES

ANNEXURE B – ADJUSTMENT RULES

1 Definitions

Cash Dividend means:

2 General

3 Discounted rights issues in respect of Shares or rights to acquire Shares

4 Discounted rights issues in respect of other securities

5 Issue of Shares or rights to acquire Shares at a discount (other than by way of rights)

where:

6 Issue of securities in connection with an offer by or on behalf of the Company

where:

7 Other adjustment events

If:

LODGE YOUR INSTRUCTION



X99999999999

ENLITIC INC. Proxy Solicitation & Information Statement 2026