ENTROPY NEURODYNAMICS LIMITED - AGM Information 2024

ASX Release

30 September 2024

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2024 AGM Notice of Meeting, Letter of Access and Proxy

Melbourne, Australia – Tryptamine Therapeutics Limited (‘ Tryp ’ or the ‘ Company ’) ( ASX: TYP ), a clinical-stage biotechnology company, attaches the following documents in relation to the Company’s 2024 Annual General Meeting (AGM):

Letter of Access;
AGM Notice of Meeting; and
Proxy Form.

This announcement has been authorised for release by the Board of Tryptamine Therapeutics Limited.

-ENDS-

About Tryptamine Therapeutics Limited

Tryp Therapeutics is a clinical-stage biotechnology company focused on developing proprietary, novel formulations for the administration of psilocin in combination with psychotherapy to treat diseases with unmet medical needs. Tryp’s lead program, TRP-8803, is a proprietary formulation of IV-infused psilocin (the active metabolite of psilocybin) with potential to alleviate numerous shortcomings of oral psilocybin including: significantly reducing the time to onset of the psychedelic state, controlling the depth and duration of the psychedelic experience, and reducing the overall duration of the intervention to a commercially feasible timeframe. The Company has completed a Phase 2a clinical trial for the treatment of binge eating disorder at the University of Florida, which demonstrated an average reduction in binge eating episodes of greater than 80%.

The Company also has also just completed a Phase 2a clinical trial for the treatment of fibromyalgia in collaboration with the University of Michigan and has initiated a Phase 2a clinical trial in collaboration with Massachusetts General Hospital for the treatment of abdominal pain and visceral tenderness in patients suffering from irritable bowel syndrome. Each of the studies is utilising TRP-8802 (synthetic, oral psilocybin) to demonstrate clinical benefit in these indications. Where a positive clinical response is demonstrated, subsequent studies are expected to utilise TRP-8803 (IV-infused psilocin), that has the potential to further improve efficacy, safety, and patient experience. TRP-8803 is currently being evaluated in a Phase 1 Healthy Volunteer Study in Adelaide, Australia.

For more information, please visit www.tryptherapeutcs.com.

Investor & Media Contact

Jason Carroll Chief Executive Officer Tryptamine Therapeutics Limited [email protected]

Henry Jordan Six Degrees Investor Relations +61 (0) 431 271 538 [email protected]

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Forward-Looking Information

Certain information in this news release, constitutes forward looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Tryp as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward looking information, including but not limited to the factors described in greater detail in the "Risk Factors" section of Tryp’s Replacement Prospectus available at www.asx.com.au These factors are not intended to represent a complete list of the factors that could affect Tryp; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and Tryp expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

ASX Release

26 September 2024

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2024 Annual General Meeting

Letter of Access

Melbourne, Australia – Tryptamine Therapeutics Limited (‘ Tryp ’ or the ‘ Company ’) ( ASX: TYP ), a clinical-stage biotechnology company, advises that its 2024 Annual General Meeting of Shareholders will be held at 5.00 PM AEDT / 2.00PM AWST on Friday, 8 November 2024 at The Celtic Club, 48 Ord Street, West Perth WA 6005.

In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to shareholders who have elected to receive the Notice in the physical form.

Shareholders who have provided an email address and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the Notice and the proxy voting form.

Otherwise, a personalised proxy voting form will be printed and dispatched to Shareholders.

Notce of Annual General Meetng

The full Notice is available at:

htps://tryptherapeutcs.com/
htps://www.asx.com.au/markets/trade-our-cash-market/announcements.typ
By contacting the Company Secretary at [email protected] or +61 2 8072 1400

Business and Resolutons at the Annual General Meetng

The business and resolutions at the Annual General Meeting, as outlined in the Notice of Meeting, are:

Resolution 1: Adoption of Remuneration Report;
Resolution 2: Re-election of Mr Mark Davies as Director;
Resolution 3: Re-election of Mr Clarke Barlow as Director;
Resolution 4: Election of Mr Jason Carroll as Director;
Resolution 5: Election of Mr Peter Molloy as Director;
Resolution 6: Election of Mr Gage Jull as Director;
Resolution 7: Election of Mr Christopher Ntoumenopoulos as Director;
Resolution 8: ASX Listing Rule 7.1A Approval of Future Issue of Securities;
Resolution 9: Approval of Issue of Director Options to Mr Mark Davies, Director and Chair of the Company;

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Resolution 10: Approval of Issue of Director Options to Mr Jason Carroll, Director and CEO of the Company ;
Resolution 11: Approval of Issue of Director Options to Mr Clarke Barlow, Director of the Company;
Resolution 12: Approval of Issue of Director Options to Mr Christopher Ntoumenopoulos, Director of the Company;
Resolution 13: Approval of Issue of Director Options to Mr Gage Jull, Director of the Company; and
Resolution 14: Approval of Issue of Director Options to Mr Peter Molloy, Director of the Company.

Your Vote is Important

The business of the Annual General Meeting affects your shareholding and your vote is important.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

Shareholders attending the Meeting can vote on the day. Shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

Online	Lodge the Proxy Form online athtps://investor.automic.com.au/#/loginsah by following the instructons: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetngs’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identfcaton Number (HIN)) as shown on the front of the Proxy Form. For further informaton on the online proxy lodgement process please see theOnline Proxy Lodgement Guideathtps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completng the enclosed Proxy Form and emailing it to:[email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

This announcement has been authorised for release by the Board of Tryptamine Therapeutics Limited.

-ENDS-

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About Tryptamine Therapeutics Limited

For more information, please visit www.tryptherapeutcs.com.

Investor & Media Contact

Jason Carroll Chief Executive Officer Tryptamine Therapeutics Limited [email protected]

Henry Jordan Six Degrees Investor Relations +61 (0) 431 271 538 [email protected]

Forward-Looking Information

Tryptamine Therapeutics Limited www.tryptherapeutics.com BIO101 FINANCIAL ADVISORY PTY LTD, SUITE 201, 697 BURKE ROAD, CAMBERWELL, VIC 3124 ACN: 163 765 991

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Tryptamine Therapeutics Limited

Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form

Friday, 8 November 2024

2:00PM AWST

Address

The Celtic Club, 48 Ord Street, West Perth, WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents
Venue and Voting Information	2
Notice to Facilitate Electronic Communications with Shareholders	4
Notice of Annual General Meeting – Agenda and Resolutions	5
Notice of Annual General Meeting – Explanatory Statement	15
Glossary	30
Annexure A – Material Terms of the Options: Tranche 1 (Resolutions 9-14)	32
Annexure B – Material Terms of the Options: Tranche 2 (Resolutions 9-14)	35
Annexure C – Material Terms of the Options: Tranche 3 (Resolutions 9-14)	38
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2024 AGM

This Notice is given based on circumstances as at 26 September 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at www.tryptherapeutics.com. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:00PM AWST on Friday, 8 November 2024 at The Celtic Club, 48 Ord Street, West Perth, WA 6005.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Completing the enclosed Proxy Form and posting it to: Automic, GPO Box 5193, Sydney NSW 2001

Online

Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details as
shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the
front of the Proxy Form.
For further information on the online proxy lodgement process please see the
Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-
agms/

By post

Completing the enclosed Proxy Form and posting it to:
Automic, GPO Box 5193, Sydney NSW 2001

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

By hand	Completing the enclosed Proxy Form and delivering it by hand to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Asking Questions

We encourage you to submit questions in advance of the Meeting on any matter that may be relevant to the Meeting. You can do this by sending your question to the Company Secretary by email to [email protected].

To allow time to collate questions and prepare answers, you must submit any questions by 2:00PM AWST on Friday, 1 November 2024.

Questions will be collated and, during the Meeting, the Chair of the Meeting will seek to address as many of the more frequently raised 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 shareholders.

Shareholders and proxy holders will also have the ability to listen to the discussion at the Meeting and ask questions during the Meeting. Before opening the Meeting, the Chair will address the process for asking questions at the Meeting.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice to Facilitate Electronic Communications

with Shareholders

Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to Tryptamine Therapeutics Limited shareholders as to how you receive communications from the Company.

Tryptamine Therapeutics Limited will no longer be sending physical meeting documents unless you request a copy to be posted.

The Company encourages all shareholders to provide an email address so we can communicate with you electronically when shareholder notices become available online, for items such as meeting documents and annual reports.

Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at the Automic website (investor.automic.com.au) with your username and password.

Providing your email address to receive shareholder communications electronically

support the company by reducing the cost of mailing/postage;
receive your investor communications faster and in a more secure way; and
help the environment through the need for less paper

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (investor.automic.com.au), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://www.automicgroup.com.au/contact-us/ or contact the Automic Registry:

By post	Automic, GPO Box 5193, Sydney NSW 2001
In person	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Telephone (within Australia)	1300 288 664
Telephone (outside Australia)	+61 2 9698 5414
By facsimile	+61 2 8583 3040
Email	[email protected]
Website	https://www.automicgroup.com.au/

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Tryptamine Therapeutics Limited ACN 163 765 991 will be held at 2:00PM AWST on Friday, 8 November 2024 at The Celtic Club, 48 Ord Street, West Perth, WA 6005 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00PM AWST on Wednesday, 6 November 2024.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Directors

2. Resolution 2 – Re-election of Mr Mark Davies as Director

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

“That Mr Mark Davies, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

3. Resolution 3 – Re-election of Mr Clarke Barlow as Director

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

“That Mr Clarke Barlow, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

4. Resolution 4 – Election of Mr Jason Carroll as Director

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

“That Mr Jason Carroll, a Director appointed as an additional Director and holding office until the next annual general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

5. Resolution 5 – Election of Mr Peter Molloy as Director

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

“That Mr Peter Molloy, a Director appointed as an additional Director and holding office until the next annual general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

6. Resolution 6 – Election of Mr Gage Jull as Director

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

“That Mr Gage Jull, a Director appointed as an additional Director and holding office until the next annual general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

7. Resolution 7 – Election of Mr Christopher Ntoumenopoulos as Director

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

“That Mr Christopher Ntoumenopoulos, a Director appointed as an additional Director and holding office until the next annual general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

ASX Listing Rule 7.1A (Additional 10% Capacity)

8. Resolution 8 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Unlisted Options to Directors of the Company

– 9. Resolution 9 Approval of Issue of Director Options to Mr Mark Davies, Director and Chair of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 9,000,000 Unlisted Options to Mr Mark Davies, Director and Chairman of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a).

However, this does not apply to a vote cast in favour of Resolution 9 by:

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

- 10. Resolution 10 Approval of Issue of Director Options to Mr Jason Carroll, Director and CEO of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 20,250,000 Unlisted Options to Mr Jason Carroll, CEO and Director of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a).

However, this does not apply to a vote cast in favour of Resolution 10 by:

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 10 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

- 11. Resolution 11 Approval of Issue of Director Options to Mr Clarke Barlow, Director of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 4,500,000 Unlisted Options to Mr Clarke Barlow, Director of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a).

However, this does not apply to a vote cast in favour of Resolution 11 by:

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 11 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

12. Resolution 12 - Approval of Issue of Director Options to Mr Christopher Ntoumenopoulos, Director of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 15,750,000 Unlisted Options to Mr Christopher Ntoumenopoulos, Director of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a).

However, this does not apply to a vote cast in favour of Resolution 12 by:

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 12 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

13. Resolution 13 - Approval of Issue of Director Options to Mr Gage Jull, Director of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of Unlisted Options 1,000,000 to Mr Gage Jull, Director of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 13 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a).

However, this does not apply to a vote cast in favour of Resolution 13 by:

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 13 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

- 14. Resolution 14 Approval of Issue of Director Options to Mr Peter Molloy, Director of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 4,500,000 Unlisted Options to Mr Peter Molloy, Director of the Company, or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 14 by or on behalf of:

(a) the person who is to receive the securities in question 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
(b) an Associate of that person or those persons described in (a). However, this does not apply to a vote cast in favour of Resolution 14 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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
• the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 14 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

BY ORDER OF THE BOARD

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David Franks Company Secretary

26 September 2024

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00PM AWST on Friday, 8 November 2024 at The Celtic Club, 48 Ord Street, West Perth, WA 6005.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.tryptherapeutics.com.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

Conduct of the audit;
Preparation and content of the Auditor’s Report;
Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Friday, 1 November 2024.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.tryptherapeutics.com.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting ( 2025 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2025 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Directors’ Recommendation

The Directors have not made a recommendation for this Resolution.

The Chair intends to vote in favour of this Resolution.

- Re election of Directors

Resolution 2 – Re-election of Mr Mark Davies as Director

The Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office (rounded down in the case of doubt where the number is not a multiple of three), provided that no Director, expect the Managing Director, shall hold office for a period in excess of three years, or until the third AGM following his or her appointment. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

As one of the Company’s longest serving Directors since last being re-elected, Mr Davies retires by

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

rotation at this Meeting and seeks re-election.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Mr Davies was appointed a Director of the Company on 22 June 2023 and was last elected as a Director at the 2023 Annual General Meeting.

Under this Resolution, Mr Davies has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

Mr Davies’ Biography

Mr Davies graduated from the University of Western Australia with a Bachelor of Commerce. He has over 25 years’ experience in trading, investment banking and providing corporate advice. He worked at Montagu Stockbrokers before co-founding investment banking firm Cygnet Capital and more recently 1861 Capital.

Mr Davies specialises in providing corporate advice and capital raising services to emerging companies seeking business development opportunities and funding from the Australian market.

Mr Davies is also the Non-Executive Chairman of Neurotech International (ASX: NTI), a drug development company focused on utilising NTI164 in the treatment for paediatric neurological disorders including Autism Spectrum Disorder (ASD).

Directors’ Recommendation

The Directors (excluding Mr Davies) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Resolution 3 – Re-election of Mr Clarke Barlow as Director

Pursuant to the Company Constitutional requirements outlined in Resolution 2, as another one of the Company’s longest serving Directors since last being re-elected, Mr Barlow retires by rotation at this Meeting and seeks re-election.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Mr Barlow was appointed a Director of the Company on 22 February 2023 and was last elected as a Director at the 2023 Annual General Meeting.

Under this Resolution, Mr Barlow has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

Mr Barlow’s Biography

Mr Barlow is a capital markets specialist with 23 years’ experience in the financial services industry in Australia and the United Kingdom. Over that period he has provided corporate advisory services for ASX listed companies across a variety of industries, with a focus on growth opportunities, providing them with advice on business models & strategy, structuring of pre-IPO and IPO fund raisings, reverse takeovers, capital raisings, M&A, investor relations and capital markets advice. He has also serviced retail and institutional clients advising on share portfolios, derivatives, and identification of early-stage investment opportunities across a variety of industries and sectors.

With a strong interest in biotechnology solving unmet medical needs, Mr Barlow also serves as a Non-Executive Director of Neuroscientific Biopharmaceuticals (ASX: NSB), is a drug development company focused on developing peptide-based pharmaceutical drugs for the treatment of neurodegenerative conditions. He is a Founder and Director of AMG Acquisition Corp, a publicly listed company on the Toronto Venture Exchange (TSXV). He holds a Bachelor of Commerce

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

degree from the University of Western Australia, has level 2 ASX derivatives accreditation, and is a Member of the Australian Institute of Company Directors (AICD).

Directors’ Recommendation

The Directors (excluding Mr Barlow) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Resolution 4 – Election of Mr Jason Carroll as Director

Background

The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for reelection.

ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company.

Mr Jason Carroll was appointed as an additional Director of the Company on 1 May 2024, pursuant to Shareholder approval received at the Company’s General Meeting held on 11 April 2024, and has since served as a Director of the Company.

Under this Resolution, and pursuant to ASX Listing Rule 14.4 as Mr Carroll’s first AGM since appointment, Mr Carroll seeks election as a Director of the Company at this AGM.

Mr Carroll currently serves as Chief Executive Officer and Executive Director of the Company. He brings a wealth of experience as a highly regarded life sciences executive, with an impressive 32year career in the industry. In addition to his most recent role as Managing Director of iNova Pharmaceuticals Philippines, his extensive background includes leadership roles at industry giants Johnson & Johnson, Janssen Pharmaceutica, and Bristol-Myers Squibb.

Mr Carroll received his B.Sc. in Organic Chemistry from Flinders University of South Australia and completed his Master of Business Administration in Technology Management from Deakin University.

Mr Carroll has managed roles of increasing responsibility in operations (Pharmaceutical Production Management), sales & marketing (Specialist Medical Representative, Product Management, Sales & Marketing Management & Business Unit Director) and business development (Early Product Development Lead, Associate Director of Market Access, Associate Director of Asia Regional Business Development and Business Licensing & Acquisition). His first country leadership role was as General Manager of Janssen Pharmaceutica Philippines, followed by Managing Director of One J&J Vietnam (including additional responsibilities as SEA Board representative of Janssen Pharmaceuticals Asia-Pacific and SEA Marketing Director of Immunology & Oncology and Global Board membership of the J&J Sustainability Council).

He has expertise across pharmaceuticals, biologics, medical devices, OTC & consumer medicines and is considered to be a turnaround specialist and outstanding people leader. Within his most recent role, Mr Carroll built a strong leadership team that increased iNova Pharmaceuticals Philippines sales 3 fold during his 5 year tenure.

Directors’ Recommendation

The Directors (excluding Mr Carroll) recommend that Shareholders vote for this Resolution. The Chair intends to vote in favour of this Resolution.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolution 5 – Election of Mr Peter Molloy as Director

Background

Mr Peter Molloy was appointed as an additional Director of the Company on 1 May 2024, pursuant to Shareholder approval received at the Company’s General Meeting held on 11 April 2024, and has since served as a Director of the Company.

Pursuant to the ASX Listing Rule requirements outlined in Resolution 4, under this Resolution Mr Molloy seeks election as a Director of the Company at this AGM.

Mr Molloy currently serves as an Executive Director of the Company. Mr Molloy has 25 years of experience creating, advising and investing in private and public companies, with a particular focus on the healthcare sector. He was previously the founder and CEO of Edison Group where he spent 15 years building the company into an international brand with a global team in excess of 100 people, recognized for its world class equity research platform, advisory services, and deep sector expertise. He remains a Director and principle shareholder of Edison.

Mr Molloy is also the co-founder of various other companies including, most recently, Tarus Therapeutics, an immune-oncology company which was acquired by a NASDAQ listed biotech in July 2022. Mr Molloy’s earlier career includes a successful period as an institutional investor, most notably at Hermes Investment Management in London, managing a healthcare and technology focused small/mid-cap portfolio, and with a close involvement in Hermes’ shareholder activism initiatives.

Mr Molloy graduated from Exeter University (UK) with a degree in Economics and is an alumni of London Business School. He holds the CFA (UK) and FINRA Series 7.

Directors’ Recommendation

The Directors (excluding Mr Molloy) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Resolution 6 – Election of Mr Gage Jull as Director

Background

Mr Gage Jull was appointed as an additional Director of the Company on 1 May 2024, pursuant to Shareholder approval received at the Company’s General Meeting held on 11 April 2024, and has since served as a Director of the Company.

Pursuant to the ASX Listing Rule requirements outlined in Resolution 4, under this Resolution Mr Jull seeks election as a Director of the Company at this AGM.

Mr Jull currently serves as a Non-Executive Director of the Company.

Mr Jull is Executive Chairman of Arrow Exploration, a TSX-V and London AIM listed oil and gas exploration and production Company (TSX-V; AIM: AXL). Arrow has grown production, cleaned up its balance sheet and is growing its cashflow. Prior to Arrow, Mr Jull was a Co-Founder and Chairman of Bordeaux Capital Inc., a Toronto-based mergers & acquisitions advisory firm focused on emerging companies in the natural resources and other sectors. Before Bordeaux Capital, Mr Jull was a Managing Director, Corporate Finance at Mackie Research Capital Corp., an investment banking and securities brokerage firm.

Mr Jull has acted as lead underwriter on numerous cross border equity and debt offerings involving energy assets around the world, with capital sourced in Canada, the U.S. and the U.K. At Prudential Bache, Mr Jull was the lead banker on the $40 million cross border IPO of Quadra Logic Technologies, a Vancouver based pharmaceutical company. He has completed over 200 financings

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

and M&A transactions in the course of his career.

Mr Jull holds a BSc degree from the University of Toronto, an MBA from the University of Western Ontario, and holds both PEng and CFA designations.

Directors’ Recommendation

The Directors (excluding Mr Jull) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Resolution 7 – Election of Mr Christopher Ntoumenopoulos as Director

Background

Mr Chris Ntoumenopoulos was appointed as an additional Director of the Company on 1 May 2024, pursuant to Shareholder approval received at the Company’s General Meeting held on 11 April 2024, and has since served as a Director of the Company.

Pursuant to the ASX Listing Rule requirements outlined in Resolution 4, under this Resolution Mr Ntoumenopoulos seeks election as a Director of the Company at this AGM.

Mr Ntoumenopoulos currently serves as a Non-Executive Director of the Company.

Mr Ntoumenopoulos is the Managing Director at Twenty 1 Corporate, an Australian-based corporate advisory firm. He has extensive experience in financial markets, with over 20 years of raising capital and providing corporate advisory services. Additionally, he has served as a director of ASX listed companies for more than 7 years.

Mr Ntoumenopoulos was a founding director of both ResApp Health Ltd (ASX:RAP), which was acquired by Pfizer, and Race Oncology (ASX:RAC). Currently, he serves as a non-executive director at TrivarX Limited (ASX:TRI).

Directors’ Recommendation

The Directors (excluding Mr Ntoumenopoulos) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

ASX Listing Rule 7.1A

Resolution 8 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Background

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

As of the close of trading on 25 September 2024, the Company has a market capitalisation of approximately $22.778 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

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

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

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

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity’s next annual general meeting; and
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

(a) to research, develop and commercialise the Company’s existing and future products;
(b) to acquire assets including acquisition (full or part) of equity holdings in Share Purchase

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory 21 Statement

Acquisitions, to supplement and expand the Company’s existing and future products, which are permitted under the ASX Listing Rules without requiring share approval; and

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

(a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2 “A” is the number of shares on issue,(a) being 10% voting dilution(c)	Variable “A” ASX Listing Rule 7.1A.2 “A” is the number of shares on issue,(a) being 10% voting dilution(c)	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.0095	$0.019	$0.038
		50% decrease in issue price	issue price(b)	100% increase in issue price
“A” is the number of shares on issue,(a) being		113,892,190	113,892,190	113,892,190
1,138,921,906 Shares	Funds raised	$1,138,922	$2,277,844	$4,555,688
“A” is a 50% increase in shares on issue, being	10% voting *dilution(c)***	170,838,285	170,838,285	170,838,285
1,708,382,859 Shares	Funds raised	$1,708,383	$3,416,766	$6,833,531
“A” is a 100% increase in shares on issue, being	10% voting *dilution(c)***	227,784,381	227,784,381	227,784,381
2,277,843,812 Shares	Funds raised	$2,277,844	$4,555,688	$9,111,375

Notes:

(a) Based on the total number of fully paid ordinary Shares on issue as at 25 September 2024.
(b) Based on the closing price of the Company’s Shares on ASX as at 25 September 2024.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

(a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

(c) the potential effect on the control of the Company;
(d) the Company’s financial position and the likely future capital requirements; and
(e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed.

As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Issue or agreement to issue equity securities under Listing Rule 7.1A in the 12 months prior to AGM

Approval was sought and received at the Company’s 2023 AGM (held on 23 November 2023) to issue equity securities under Listing Rule 7.1A ( Prior Approval ), however in accordance with ASX Guidance Note 21, Prior Approval was invalidated on 11 April 2024 following shareholder approval of the re-compliance transaction ( Transaction ) under ASX LR 11.1.2 (a significant change to the nature or scale of activities). During the period from the 2023 AGM and the Transaction, the Company had not issued or agreed to issue equity securities under Listing Rule 7.1A.2.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Unlisted Options to Directors of the Company

Resolutions 9-14 - Approval of Issue of Director Options to all the Directors of the Company

Background

The Resolutions seek Shareholder approval to issue and allot 55,000,000 Unlisted Options in total to Directors of the Company.

The Director Options are designed to further align the interests of the Directors with the Shareholders of the Company, as the exercise prices represent a premium to the Company’s recent trading price.

The Director Options are to be issued in three tranches, with each tranche of Director Options exercisable at differing exercise prices and vesting conditions. Shareholder approval is sought under this Notice to issue:

Name	Number of Tranche 1	Number of Tranche 2	Number of Tranche 3	Total Number of
	Director Options	Director Options	Director Options	Director Options
Mark Davies (Resolution 9)	2,000,000	2,000,000	5,000,000	9,000,000
Jason Carroll (Resolution 10)	4,500,000	4,500,000	11,250,000	20,250,000
Clarke Barlow (Resolution 11)	1,000,000	1,000,000	2,500,000	4,500,000
Christopher Ntoumenopoulos (Resolution 12)	3,500,000	3,500,000	8,750,000	15,750,000
Gage Jull (Resolution 13)	1,000,000	-	-	1,000,000
Peter Molloy (Resolution 14)	1,000,000	1,000,000	2,500,000	4,500,000

Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of Listing Rule 10.11 includes:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;
(c) 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 of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an Associate of a person referred to in (a) to (c) above; and
(e) a person whose relationship with the Company or a person referred to in (a) to (d) above is

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders.

As Mr Davies, Mr Carroll, Mr Ntoumenopoulos , Mr Barlow, Mr Jull and Mr Molloy are current Directors of the Company, they are each in a position of influence for the purposes of Listing Rule 10.11. The proposed issue does not fall within any of the exceptions in Listing Rule 10.12, and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

To this end, this Resolutions seeks the required Shareholder approval to issue the Director Options to Mr Davies, Mr Carroll, Mr Ntoumenopoulos, Mr Barlow, Mr Jull and Mr Molloy under and for the purposes of Listing Rule 10.11.

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

If this Resolution is passed, the Company will be able to proceed with the proposed issue to the Directors as outlined in the Notice.

If this Resolution is not passed, the Company will not be able to proceed with the proposed issue and may have to consider other less cash-effective forms of compensation to remunerate the Directors for their services.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the exceptions to the provisions; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Director Options (which is a type of equity security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

As each of the Directors of Company is a “related party” of the Company, the proposed issue of Director Options to Mr Davies, Mr Carroll, Mr Ntoumenopoulos, Mr Barlow, Mr Jull and Mr Molloy requires Shareholder approval under both Chapter 2E of the Corporations Act and Listing Rule 10.11.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the Director Options to Mr Davies, Mr Carroll, Mr Ntoumenopoulos, Mr Barlow, Mr Jull and Mr Molloy is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

(a) The allottees are:
(i) Resolution 9: Mr Mark Davies (or their nominee);
(ii) Resolution 10: Mr Jason Carroll (or their nominee);
(iii) Resolution 11: Mr Clarke Barlow (or their nominee);
(iv) Resolution 12: Mr Christopher Ntoumenopoulos (or their nominee);
(v) Resolution 13: Mr Gage Jull (or their nominee); and
(vi) Resolution 14: Mr Peter Molloy (or their nominee).
(b) Mr Davies, Mr Carroll, Mr Barlow, Mr Ntoumenopoulos, Mr Jull and Mr Molloy are current Directors of the Company and they therefore both fall under Listing Rule 10.11.1 as related parties of the Company.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(c) The maximum number of Director Options to be issued is:
(i) Resolution 9: 9,000,000 to Mr Mark Davies (or their nominee);
(ii) Resolution 10: 20,250,000 to Mr Jason Carroll (or their nominee);
(iii) Resolution 11: 4,500,000 to Mr Clarke Barlow (or their nominee);
(iv) Resolution 12: 15,750,000 to Mr Christopher Ntoumenopoulos (or their nominee); (v) Resolution 13: 1,000,000 to Mr Gage Jull (or their nominee); and (vi) Resolution 14: 4,500,000 to Mr Peter Molloy (or their nominee).
(d) The full terms of the Director Options are set out in Annexure A (Tranche 1 Director Options), Annexure B (Tranche 2 Director Options) and Annexure C (Tranche 3 Director Options) of this Notice of Meeting.
(e) The Director Options will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(f) The Director Options will be offered for nil cash consideration.
(g) Funds will not be raised from the issue of these Director Options as the issue is proposed to be made for nil consideration. However if the Director Options are exercised, on conversion of the Director Options, up to a maximum of $2,370,000 will be raised.
(h) The current total remuneration package received by the relevant Director is

Name	FY2024 Total Remuneration Package

Mark Davies (Resolution 9)	$90,000 per annum (inclusive of superannuation)
Jason Carroll (Resolution 10)	$277,500 per annum (inclusive of superannuation at 11%)
Clarke Barlow (Resolution 11)	$72,000 per annum (inclusive of superannuation)
Christopher Ntoumenopoulos (Resolution 12)	$72,000 per annum (inclusive of superannuation)
Gage Jull (Resolution 13)	$48,000 per annum
Peter Molloy (Resolution 14)	US$150,000 per annum, noting that, as recently announced to the ASX, Mr Molloy has changed to a NED role on $72,000 per annum (inclusive of superannuation) from 23 September 2024.

(i) The Director Options will not be issued pursuant to an agreement.

Information Required by Chapter 2E of the Corporations Act

Identity of the related party

(a) The related parties are Mr Davies, Mr Carroll, Mr Barlow, Mr Ntoumenopoulos, Mr Jull and Mr Molloy, current Directors of the Company.

Nature of the financial benefit and other remuneration to be received by the related party

(a) The nature of the financial benefit to be given is the issue of Director Options, which is an equity-related financial benefit.
(b) The Incentive Securities are proposed to be issued to align the interests of Directors with the Shareholders of the Company.
(c) Other remuneration received by each Director is summarised in paragraph (h) above.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Directors’ recommendation and basis of financial benefit

(a) In the interest of good governance, Mr Davies, Mr Carroll, Mr Barlow, Mr Ntoumenopoulos, Mr Jull and Mr Molloy refrain from making a recommendation in relation to Resolutions 9- 14 as those resolutions concern their own proposed remuneration.
(b) In the interests of good governance, the as there are no non-conflicted Directors of the Company, the Board is refraining from making a recommendation in relation to Resolution 9-14, as those resolutions concern the proposed remuneration of the conflicted Directors, Mr Davies, Mr Carroll, Mr Barlow, Mr Ntoumenopoulos, Mr Jull and Mr Molloy.

Dilutionary effect to existing Shareholders’ interests

(a) If Shareholder approval is obtained for the Resolution, the issue of the Director Options will not have any immediate dilutionary effect to existing Shareholders’ interests. There may be a dilutionary effect in the future if the Director Options are exercised pursuant to its terms.

Existing and potential interest in the Company

(a) As of the date of this Notice of Meeting, the current Director’s hold the existing interest in the Company is as follows:

Holder	Securities	Existing interest (undiluted)
Mark Davies	2,000,000 Fully Paid Ordinary Shares 4,000,000 Unlisted Options	0.18%
Jason Carroll	36,750,000 Fully Paid Ordinary Shares 47,892,190 Unlisted Options	3.23%
Christopher Ntoumenopoulos	6,250,000 Fully Paid Ordinary Shares 21,796,580 Unlisted Options	0.55%
Clarke Barlow	508,000 Fully Paid Ordinary Shares 4,000,000 Unlisted Options	0.04%
Gage Jull	1,677,205 Fully Paid Ordinary Shares 10,124,800 Unlisted Options	0.15%
Peter Molloy	723,200 Fully Paid Ordinary Shares 8,497,600 Unlisted Options	0.06%

(b) The impact of the issue of Director Options to the current Director’s potential interest in the Company can be summarised as follows.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Holder	Securities (after Director Options issued)	Potential interest (undiluted) (%)(a)	Potential	Potential
			interest (fully
			diluted) (%)(b)

Mark Davies	2,000,000 Fully Paid Ordinary Shares 13,000,000 Unlisted Options	0.18%		1.16%
Jason Carroll	36,750,000 Fully Paid Ordinary Shares 68,142,190 Unlisted Options	3.23%		8.13%
Christopher Ntoumenopoulos	6,250,000 Fully Paid Ordinary Shares 37,546,580 Unlisted Options	0.55%		3.39%
Clarke Barlow	508,000 Fully Paid Ordinary Shares 8,500,000 Unlisted Options	0.04%		0.70%
Gage Jull	1,677,205 Fully Paid Ordinary Shares 11,124,800 Unlisted Options	0.15%		1.12%
Peter Molloy	723,200 Fully Paid Ordinary Shares 12,997,600 Unlisted Options	0.06%		1.06%

Notes:

(a) This percentage has been calculated on the basis that the Company’s share capital is 1,138,921,906.
(b) This percentage has been calculated on the basis that the Company’s share capital is 1,290,233,076, being all Director Options in respect of Resolutions 9 – 14 are issued, and all options (including the Director Options) held only by the directors subject to Resolutions 9 – 14 are exercise. For clarity, it is assumed that all other options held by any other party except for the directors subject to Resolutions 9 – 14 are not exercised.
(c) The fully diluted potential interest calculation is based on the assumption that all convertible Securities on issue proposed to be issued under this Notice of Meeting under Resolutions 9 - 14 have been converted and/or exercised. Accordingly, this percentage should be treated with caution as there is no certainty that this will occur.

Valuation of financial benefit

(a) The Director Options are not proposed to be quoted on ASX, accordingly, they have no easily identifiable market value. However, as the Director Options could be exercised (subject to satisfaction of its terms), the Director Options may have a present value at the date of their issue.
(b) The Company has sought an independent valuation of the Director Options from Stantons Corporate Finance Pty Ltd ( Valuations Expert ). The method used to value the Director Options was the Black-Scholes Model, which is a commonly used and recognised model for valuing options . The value of the Director Options calculated by this model is a function of the relationship between a number of variables and inputs, which can be summarised as follows:

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Valuation input	Assumption - Tranche 1 Director Options	Assumption -	Assumption -
		Tranche 2 Director	Tranche 3 Director
		Options	Options
Market price of the Company’s Shares (Share price as at 10 Sept 2024)	$0.019	$0.019	$0.019
Exercise price	$0.03	$0.04	$0.05
Expiry date	31 Dec 2027	31 Dec 2029	31 Dec 2030
Risk-free rate (%)	3.479%	3.556%	3.556%
Volatility (%)	85%	85%	85%
Dividend yield (%)	nil	nil	nil
Fair value per Option ($)	$0.0092	$0.0110	$0.0114

Name	Number of Tranche 1	Number of Tranche 2	Number of Tranche 3	Total Number and
	Director Options	Director Options	Director Options	Value
	($0.0092)	($0.0110)	($0.0114)

Mark Davies (Resolution 9)	2,000,000	2,000,000	5,000,000	9,000,000 $97,225
Jason Carroll (Resolution 10)	4,500,000	4,500,000	11,250,000	20,250,000 $218,757
Clarke Barlow (Resolution 11)	1,000,000	1,000,000	2,500,000	4,500,000 $48,613
Christopher Ntoumenopoulos (Resolution 12)	3,500,000	3,500,000	8,750,000	15,750,000 $170,144
Gage Jull (Resolution 13)	1,000,000	-	-	1,000,000 $9,198
Peter Molloy (Resolution 14)	1,000,000	1,000,000	2,500,000	4,500,000 $48,613

Enquiries

Shareholders are asked to contact the Company Secretary at [email protected] if they have any queries in respect of the matters set out in these documents.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Glossary

Annual Financial Report means the 2024 Annual Report to Shareholders for the period ended 30 June 2024 as lodged by the Company with ASX on 30 September 2024.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of William Buck Audit (Vic) Pty Ltd dated 30 September 2024 as included in the Annual Financial Report.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Tryptamine Therapeutics Limited ACN 163 765 991.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 26 September 2024 including the Explanatory Statement.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure A – Material Terms of the Options: Tranche 1 (Resolutions 9-14)

The key terms of the unlisted options are set out in this annexure, being 13,000,000 unlisted options ( Options ) to subscribe for fully paid ordinary shares ( Shares ) in Tryptamine Therapeutics Limited ( Company ) issued on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option will be $0.03 ( Exercise Price ).

(c) Vesting

The Options shall vest as follows:

i) the successful completion of 3 x Phase 2a TRP-8802 (US) & clinical success of 1 x safety Phase 1b TRP-8803 study (Australia) in healthy subjects where "clinical success" is defined as Board Approval to progress TRP-8803 into a clinical Phase 2 program; and
ii) Clause (c)(i) has occurred on or before 31 December 2024.

Where the Option has vested, the Date of Vesting means the date on which vesting occurred.

In addition, all unvested Options will vest on a Change of Control Event (as defined below) occurring.

For the purposes of these terms and conditions, Change of Control Event means:

(i) a change in Control (as defined in section 50AA of the Corporations Act) of the Company;
(ii) the announcement by the Company that shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled, or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement;
(iii) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest (as defined in section 608 of the Corporations Act) in, more than fifty per cent (50%) of all Shares on issue (Issued Capital);
(iv) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and
(v) where a Takeover Bid (as defined in the Corporations Act) is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates (as defined in section 12 of the Corporations Act)) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company or its corporate group.

(d)

Expiry date

The expiry date of each Option is 5.00pm (Sydney time) 3 years from the Date of Vesting ( Expiry Date ).

(e)

Exercise period

An Option may only be exercised by payment of the Exercise Price after it has vested and thereafter at any time prior to the Expiry Date.

(f) Notice of exercise

An Option may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of Options received by the Company will be deemed to be a notice of the exercise of that Options as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares.

(h) Options not quoted

The Company will not apply to ASX for quotation of the Options.

(i) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(j) Timing of issue of Shares

(i) After an Option is validly exercised, the Company must as soon as possible:
(A) issue the Share; and
(B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.
(ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.
(iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:
(A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. Holders of Options must exercise their vested Options prior to the date for determining entitlements to participate in any such issue.

(k)

Adjustment for bonus issues of Shares

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

(i) the number of Shares which must be issued on the exercise of Options will be increased by the number of Shares which the option holder would have received if the Options holder had exercised the Options before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(l)

No adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders there will be no adjustment of the Exercise Price.

(m)

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Options holder may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

(n) Options not transferable

The Options are not transferable.

(o) Lodgement instructions

The application for Shares on exercise of the Options must be lodged at the Company's share registry. The Exercise Price may be paid electronic funds transfer to an account nominated by the Company. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable”.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure B – Material Terms of the Options: Tranche 2 (Resolutions 9-14)

The key terms of the unlisted options are set out in this annexure, being 12,000,000 unlisted options ( Options ) to subscribe for fully paid ordinary shares ( Shares ) in Tryptamine Therapeutics Limited ( Company ) issued on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option will be $0.04 ( Exercise Price ).

(c) Vesting

The Options shall vest as follows:

i) The successful Completion of two Phase 2a OR 2b clinical studies with TRP-8803 in Australia in at least 1 clinical indication; and

ii) Clause (c)(i) has occurred on or before 31 December 2026.

Where the Option has vested, the Date of Vesting means the date on which vesting occurred.

In addition, all unvested Options will vest on a Change of Control Event (as defined below) occurring.

For the purposes of these terms and conditions, Change of Control Event means:

(i) a change in Control (as defined in section 50AA of the Corporations Act) of the Company;
(ii) the announcement by the Company that shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled, or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement;
(iii) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest (as defined in section 608 of the Corporations Act) in, more than fifty per cent (50%) of all Shares on issue (Issued Capital);
(iv) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and
(v) where a Takeover Bid (as defined in the Corporations Act) is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates (as defined in section 12 of the Corporations Act)) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company or its corporate group.

(d) Expiry date

The expiry date of each Option is 5.00pm (Sydney time) 3 years from the Date of Vesting ( Expiry Date ).

(e) Exercise period

An Option may only be exercised by payment of the Exercise Price after it has vested and thereafter at any time prior to the Expiry Date.

(f) Notice of exercise

(g) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares.

(h) Options not quoted

The Company will not apply to ASX for quotation of the Options.

(i) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(j) Timing of issue of Shares

(i) After an Option is validly exercised, the Company must as soon as possible:
(A) issue the Share; and
(B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.
(ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.
(iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:
(A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or
(B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

in accordance with the requirements of section 708A(11) of the Corporations Act.

(j)

Participation in new issues

(k)

Adjustment for bonus issues of Shares

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

(i) the number of Shares which must be issued on the exercise of Options will be increased by the number of Shares which the option holder would have received if the Options holder had exercised the Options before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(l)

No adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders there will be no adjustment of the Exercise Price.

(m) Adjustments for reorganisation

(n)

Options not transferable

The Options are not transferable.

(o)

Lodgement instructions

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure C – Material Terms of the Options: Tranche 3 (Resolutions 9-14)

The key terms of the unlisted options are set out in this annexure, being 30,000,000 unlisted options ( Options ) to subscribe for fully paid ordinary shares ( Shares ) in Tryptamine Therapeutics Limited ( Company ) issued on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option will be $0.05 ( Exercise Price

(c) Vesting

The Options shall vest as follows:

i) Either:
(1) the successful TGA registration or approval for use of TRP-8803 in any clinical indication in Australia ( Trigger Event 1 ); or
(2) an acquisition event closes that values the organisation greater than AU$100M ( Trigger Event 2 ); or
(3) a licensing event(s) occurs that values (in total upfronts and milestones) an amount greater than AU$100M ( Trigger Event 3 ); and

the director who, or who’s nominee, were issued the Option ( Director ) must remain and be fully employed at the time either Trigger Event 1, Trigger Event 2 or Trigger Event 3 occurred. If the Director is no longer employed with the Company at the time either Trigger Event 1, Trigger Event 2 or Trigger Event 3 occurred, the Options will be forfeited without consideration payable to the Director; and

ii) Clause (c)(i) has occurred on or before 31 December 2027.

Where the Option has vested, the Date of Vesting means the date on which vesting occurred.

In addition, all unvested Options will vest on a Change of Control Event (as defined below) occurring.

For the purposes of these terms and conditions, Change of Control Event means:

(i) a change in Control (as defined in section 50AA of the Corporations Act) of the Company;
(ii) the announcement by the Company that shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled, or

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement;

(iii) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest (as defined in section 608 of the Corporations Act) in, more than fifty per cent (50%) of all Shares on issue (Issued Capital);
(iv) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and
(v) where a Takeover Bid (as defined in the Corporations Act) is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates (as defined in section 12 of the Corporations Act)) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company or its corporate group.

(d) Expiry date

The expiry date of each Option is 5.00pm (Sydney time) 3 years from the Date of Vesting ( Expiry Date ).

(e)

Exercise period

An Option may only be exercised by payment of the Exercise Price after it has vested and thereafter at any time prior to the Expiry Date.

(f) Notice of exercise

(g)

Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares.

(h) Options not quoted

The Company will not apply to ASX for quotation of the Options.

(i) Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(j) Timing of issue of Shares

(i) After an Option is validly exercised, the Company must as soon as possible:
(A) issue the Share; and
(B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.
(iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:
(A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or
(B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(j)

Participation in new issues

(k)

Adjustment for bonus issues of Shares

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

(i) the number of Shares which must be issued on the exercise of Options will be increased by the number of Shares which the option holder would have received if the Options holder had exercised the Options before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(l) No adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders there will be no adjustment of the Exercise Price.

(m)

Adjustments for reorganisation

(n)

Options not transferable

The Options are not transferable.

(o)

Lodgement instructions

Tryptamine Therapeutics Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

for Securityholder registration.

Tryptamine Therapeutics Limited | ABN 78 163 765 991

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

Your proxy voting instruction must be received by 02.00pm (AWST) on Wednesday, 06 November 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Tryptamine Therapeutics Limited, to be held at 02.00pm (AWST) on Friday, 08 November 2024 at The Celtic Club, 48 Ord St, West Perth WA 6005 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 9, 10, 11, 12, 13 and 14 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 9, 10, 11, 12, 13 and 14 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain Resolutions For Against Abstain 1 Adoption of Remuneration Report 8 ASX Listing Rule 7.1A Approval of Future Issue of Securities 2 Re-election of Mr Mark Davies as Director 9 Approval of Issue of Director Options to Mr Mark Davies, Director and Chair of the Company 3 Re-election of Mr Clarke Barlow as Director 10 Approval of Issue of Director Options to Mr Jason Carroll, Director and CEO of the Company 4 Election of Mr Jason Carroll as Director 11 Approval of Issue of Director Options to Mr Clarke Barlow, Director of the Company 5 Election of Mr Peter Molloy as Director 12 Approval of Issue of Director Options to Mr Christopher Ntoumenopoulos, Director of the Company 6 Election of Mr Gage Jull as Director 13 Approval of Issue of Director Options to Mr Gage Jull, Director of the Company 7 Election of Mr Christopher Ntoumenopoulos 14 Approval of Issue of Director Options to Mr as Director Peter Molloy, Director of the Company Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

AI assistant

ENTROPY NEURODYNAMICS LIMITED — AGM Information 2024

64855_rns_2024-09-29_a7dacd5e-1765-4b91-830f-6b3e5215dc55.pdf

2024 AGM Notice of Meeting, Letter of Access and Proxy

About Tryptamine Therapeutics Limited

Investor & Media Contact

Forward-Looking Information

2024 Annual General Meeting

Letter of Access

Notce of Annual General Meetng

Business and Resolutons at the Annual General Meetng

Your Vote is Important

About Tryptamine Therapeutics Limited

Investor & Media Contact

Forward-Looking Information

Tryptamine Therapeutics Limited

2:00PM AWST

Address

Contents

Important Information for Shareholders about the Company’s 2024 AGM

Venue and Voting Information

Your vote is important

Voting in person

Voting by proxy

Proxy Forms received later than this time will be invalid.

Power of Attorney

Corporate Representatives

Asking Questions

Notice to Facilitate Electronic Communications

with Shareholders

Providing your email address to receive shareholder communications electronically

How do I create an account with Automic?

Notice of Annual General Meeting

Agenda

Ordinary business

Financial statements and reports

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

- Re election of Directors

2. Resolution 2 – Re-election of Mr Mark Davies as Director

3. Resolution 3 – Re-election of Mr Clarke Barlow as Director

4. Resolution 4 – Election of Mr Jason Carroll as Director

5. Resolution 5 – Election of Mr Peter Molloy as Director

6. Resolution 6 – Election of Mr Gage Jull as Director

7. Resolution 7 – Election of Mr Christopher Ntoumenopoulos as Director

ASX Listing Rule 7.1A (Additional 10% Capacity)

8. Resolution 8 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Issue of Unlisted Options to Directors of the Company

– 9. Resolution 9 Approval of Issue of Director Options to Mr Mark Davies, Director and Chair of the Company

- 10. Resolution 10 Approval of Issue of Director Options to Mr Jason Carroll, Director and CEO of the Company

- 11. Resolution 11 Approval of Issue of Director Options to Mr Clarke Barlow, Director of the Company

12. Resolution 12 - Approval of Issue of Director Options to Mr Christopher Ntoumenopoulos, Director of the Company

13. Resolution 13 - Approval of Issue of Director Options to Mr Gage Jull, Director of the Company

- 14. Resolution 14 Approval of Issue of Director Options to Mr Peter Molloy, Director of the Company

BY ORDER OF THE BOARD

26 September 2024

Explanatory Statement

Agenda

Ordinary business

Financial statements and reports

Written questions of the auditor

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Voting

Directors’ Recommendation

- Re election of Directors

Resolution 2 – Re-election of Mr Mark Davies as Director

Mr Davies’ Biography

Directors’ Recommendation

Resolution 3 – Re-election of Mr Clarke Barlow as Director

Mr Barlow’s Biography

Directors’ Recommendation

Resolution 4 – Election of Mr Jason Carroll as Director

Background

Directors’ Recommendation

Resolution 5 – Election of Mr Peter Molloy as Director

Background

Directors’ Recommendation

ENTROPY NEURODYNAMICS LIMITED AGM Information 2024