INTELICARE HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2024

May 5, 2024

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InteliCare Holdings Limited ACN 622 484 397

Notice of General Meeting

The General Meeting of the Company will be held at InteliCare Holdings Ltd, Ground Floor, 299 Vincent Street Leederville Western Australia 6007 on Friday 31 May at 10am (WST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on 1300 001 145.

Shareholders are urged to attend the Meeting or vote by lodging the Proxy Form attached to the Notice.

InteliCare Holdings Limited ACN 622 484 397

(Company)

Notice of General Meeting

Notice is given that the general meeting of Shareholders of InteliCare Holdings Limited ( Company ) will be held at InteliCare Holdings Ltd, Ground Floor, 299 Vincent Street Leederville Western Australia 6007 on Friday 31 May 2024 at 10am (WST) ( 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 Meeting are those who are registered Shareholders as at 10am (WST) on Wednesday 29 May 2024. The Directors encourage all eligible Shareholders to lodge Proxy Forms prior to 10am (WST) on Wednesday 29 May 2024.

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

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

Agenda

1. Resolutions

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 25,909,091 Placement Shares issued under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Approval to issue Director Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,363,636 Director Placement Shares to Mr Greg Leach (or his nominee/s). ’

Resolution 3 – Ratification of issue of Quoted Options to Clarity Capital

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,600,000 Quoted Options issued under Listing Rule 7.1 to

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Clarity Capital (or its nominee/s) on the terms and conditions in the Explanatory Memorandum.’

Resolution 4– Approval to issue Quoted Options to Clarity Capital

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

‘That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to a total of 7,000,000 Quoted Options on the terms and conditions set out in the Explanatory Memorandum.’

Voting exclusions

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

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

• (b) Resolution 2: by or on behalf of Mr Greg Leach (or his nominee/s), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (c) Resolution 3: by or on behalf of Clarity Capital (or its respective nominee/s), and any other person who obtained a benefit as a result of the issue of the Quoted Options, or any of their respective associates.

• (d) Resolution 4: by or on behalf of Clarity Capital (or its respective nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of the Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

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

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

• (f) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

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BY ORDER OF THE BOARD

Mr Neil Hackett Company Secretary InteliCare Holdings Limited Dated: 24 April 2024

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InteliCare Holdings Limited ACN 622 484 397

(Company)

Explanatory Memorandum

2. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at InteliCare Holdings Ltd, Ground Floor, 299 Vincent Street Leederville Western Australia 6007 on Friday 31 May 2024 at 10am (WST).

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

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

Section 2	Introduction
Section 3	Voting and attendance information
Section 4	Background to capital raising
Section 5	Resolution 1– Ratification of issue of Tranche 1 Placement Shares
Section 6	Resolution 2 – Approval to issue Director Placement Shares
Section 7	Resolution 3 – Ratification of issue of Quoted Options to Clarity Capital
Section 8	Resolution 4 – Approval to issue Quoted Options to Clarity Capital
Schedule 1	Definitions
Schedule 2	Terms and Conditions of Options

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

3. Voting and attendance information

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

3.1

Voting in person

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

3.2

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the

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

Please note that:

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

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

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

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

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

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

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

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

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

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

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

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

• (vi) at the meeting, a poll is duly demanded on the resolution; and

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

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

3.3 Chair's voting intentions

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

Subject to the following paragraph, if the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if the Resolutions are

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connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

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

3.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at Neil.Hackett@intelicare.com.au by 5pm on Monday 27 May.

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

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

4. Background to capital raising

On 18 December 2023, the Company announced that it had obtained firm commitments for a capital raising of $600,000 (before costs) through the issue of 27,272,727 fully paid ordinary shares in the Company ( Placement Shares ) at an issue price of $0.022 per share ( Placement ).

The Placement is comprised of two tranches:

• (a) 25,909,091 Shares issued utilising the Company’s available placement capacity pursuant to ASX Listing Rule 7.1 (the subject of Resolution 1) ( Tranche 1 Placement Shares ) ( Tranche 1 Placement ); and

• (b) 3,600,000 Shares proposed to be issued to Director Greg Leach or his respective nominee/s) subject to shareholder approval under ASX Listing Rule 10.11 ( Director Placement Shares ) ( Director Placement ) (the subject of Resolution 2).

5. Resolution 1– Ratification of issue of Tranche 1 Placement Shares

5.1

Background

On 22 December 2023, the Company issued 25,909,091 Tranche 1 Placement Shares using the available placement capacity under Listing Rule 7.1.

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the 25,909,091 Placement Shares.

5.2

Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over

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any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacities under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 for the 12-month period following the issue of the Tranche 1 Placement Shares.

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

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

If Resolution 1 is passed, 25,909,091 Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, 25,909,091 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 25,909,091 Equity Securities for the 12-month period following the issue of those Tranche 1 Placement Shares.

5.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

• (a) The Tranche 1 Placement Shares were issued to sophisticated and professional investors ( Tranche 1 Placement Participants ), none of whom is a related party of the Company or a Material Investor. The Tranche 1 Placement Participants were identified through a bookbuild process, which involved the Company and Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager.

• (b) A total of 25,909,091 Tranche 1 Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1.

• (c) The Tranche 1 Placement Shares are fully paid and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Tranche 1 Placement Shares were issued on 21 December 2023 at an issue price of $0.022 each.

• (e) The proceeds from the issue of the Tranche 1 Placement Shares have been or are intended to be used:

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• (i) for costs associated with commercialisation opportunities;

• (ii) for costs of the Placement and working capital.

• (f) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.

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

5.4 Additional information

Resolution 1 is an ordinary resolution.

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

6. Resolution 2 – Approval to issue Director Placement Shares

6.1 General

The background to the Placement is in Section 44 above.

Company Director, Greg Leach wishes to participate in the Placement to the extent of subscribing for up to 1,363,636 Director Placement Shares to raise up to $30,000 (before costs).

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 10.11 for the issue of the Director Placement Shares to Mr Greg Leach (or his respective nominee/s).

6.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders:

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) 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 (Listing Rule 10.11.3);

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Greg Leach is a related party of the Company by virtue of being a Director. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

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Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to Greg Leach or his respective nominee/s) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 2 will be to allow the Company to issue the Director Placement Shares, raising up to $30,000 (before costs).

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares and will not receive the additional $30,000 committed by Greg Leach under the Director Placement. Consequently, the Company may need to seek an alternative means of raising the additional capital.

6.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares:

• (a) 1,363,636 Director Placement Shares will be issued to Mr Greg Leach (or his respective nominee/s).

• (b) Mr Greg Leach falls into the category stipulated by Listing Rule 10.11.1 by virtue of being a Director of the Company. In the event the Director Placement Shares are issued to a nominee of Mr Greg Leach, that nominee will fall into the category stipulated by Listing Rule 10.11.4.

• (c) A maximum of 1,363,636 Director Placement Shares will be issued to Mr Greg Leach (or his respective nominee/s).

• (d) The Director Placement Shares will be fully paid and rank equally in all respects with the Company's existing Shares on issue.

• (e) The Director Placement Shares will be issued no later than one month after the date of the Meeting.

• (f) The Director Placement Shares will be issued at a price of $0.022 each, being the same issue price as other Placement Shares and will raise up to approximately $30,000 (before costs).

• (g) A summary of the intended use of funds raised from the Placement is in Section 5.3(e) above.

• (h) The proposed issue of the Director Placement Shares is not intended to remunerate or incentivise Mr Greg Leach.

• (i) There are no other material terms to the proposed issue of the Director Placement Shares.

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

6.4 Chapter 2E of the Corporations Act

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

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

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

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

The proposed issue of the Director Placement Shares constitutes giving a financial benefit to a related party of the Company.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Director Placement Shares will be issued on the same terms as those Placement Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

6.5

Additional information

Resolution 2 is an ordinary resolution.

The Board, (other than Greg Leach who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of Resolution 2.

7. Resolution 3 – Ratification of issue of Quoted Options to Clarity Capital

7.1 Background

On 22 December 2023, the Company issued 3,600,000 Quoted Options exercisable at $0.05 each ( Lead Manager Options ) to Clarity Capital (or its respective nominee/s) using the available placement capacity under Listing Rule 7.1.

The terms and conditions of the Lead Manager Options are set out in Schedule 2.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of 3,600,000 Lead Manager Options.

7.2

Summary of lead manager mandates

The Company appointed Clarity Capital as lead manager ( Lead Manager ), for the provision of lead manager and bookrunner services, including the coordination and management of the Placement.

The Company agreed to pay the following fees to the Lead Manager as consideration for these services:

• (a) a capital raising fee of 6% of the amount raised under the Placement; and

• (b) a total of 3,600,000 Lead Manager Options.

The Lead Manager mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

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7.3 Listing Rule 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 5.2 above.

The issue of the 3,600,000 Lead Manager Options does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s placement capacity under Listing Rule 7.1. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the 3,600,000 Lead Manager Options.

The effect of Shareholders passing Resolution 3 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 3 is passed, the 3,600,000 Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 3 is not passed, the 3,600,000 Lead Manager Options will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 3,600,000 Equity Securities for the 12-month period following the issue of the Lead Manager Options.

7.4

Specific information required by Listing Rule 7.5

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

• (a) The 3,600,000 Lead Manager Options were issued to Clarity Capital (or its nominee/s), none of whom are a related party of the Company. Clarity Capital is an adviser to the Company.

• (a) 3,600,000 Lead Manager Options were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1, without the need for Shareholder approval.

• (b) The 3,600,000 Lead Manager Options were issued on 21 December 2023.

• (c) A total of 3,600,000 Lead Manager Options were issued with a nil issue price as partial consideration for the Lead Manager’s corporate advisory services provided in connection with the Placement. Accordingly, no funds were raised from the issue of the Lead Manager Options.

• (d) The Lead Manager Options are exercisable at $0.05 each, and are otherwise subject to the terms and conditions in Schedule 2.

• (e) A summary of the material terms of the Lead Manager mandate, pursuant to which 3,600,000 Lead Manager Options were issued, is set out in Section 7.2 above.

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

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7.5 Additional information

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

8. Resolution 4 – Approval to issue Quoted Options to Clarity Capital

8.1

Background

On 19 April 2023, the Company entered into an agreement ( Corporate Advisory Agreement ) with Clarity Capital, whereby Clarity Capital will provide corporate advisory, capital raising, market intelligence and investor relations services to the Company ( Engagement ).

The term of the Engagement was initially 6 months ( Initial Term ). At the end of the Initial Term, the Company exercised its right to extend the Engagement on rolling 3 month periods ( Extended Terms ). Clarity Capital’s right to fees pursuant to the Corporate Advisory Agreement will, notwithstanding expiry or termination, continue to apply until the completion of the Extended Term.

Pursuant to the Corporate Advisor Agreement, the Company agreed to pay/issue Clarity Capital an aggregate of the following fees and retainer amounts:

• (a) a monthly retainer fee of $5,000 (plus GST) per month commencing from 19 April 2023 for the term of the Engagement;

• (b) two tranches of Quoted Options, which could be issued by way of a partial retainer for services provided under the Corporate Advisory Agreement in lieu of a higher monthly retainer fee, comprising:

• (i) 7,000,000 Quoted Options, which were issued upfront to Clarity Capital ( Tranche 1 Quoted Options );

• (ii) a further 7,000,000 Quoted Options which could be issued after 3 months to Clarity Capital (and/or its nominees) ( Tranche 2 Quoted Options ); and

• (c) an engagement fee of 4,000,000 Quoted Options which were issued upfront to Clarity Capital.

The Company also agreed to reimburse Clarity Capital for reasonable out of pocket expenses incurred in relation to the Engagement (subject to prior authorisation for amounts exceeding $200). The Corporate Advisor Agreement otherwise contains terms and conditions considered standard for an agreement of this nature.

The Company obtained Shareholder approval at its 2023 Annual General Meeting pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Quoted Options and 4,000,000 Quoted Options for the engagement fee.

The Board advised Clarity Capital the issue of the Tranche 2 Quoted Options is subject to the continued performance and provision of services by Clarity Capital under the terms of the Corporate Advisor Mandate.

The Board has now agreed, following acceptable performance of the corporate advisory services by Clarity Capital in accordance with the services set out in the Corporate Advisory

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Agreement, to issue the Tranche 2 Quoted Options to Clarity Capital subject to receiving Shareholder approval under this Resolution 4.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of up to 7,000,000 Quoted Options to Clarity Capital (or its respective nominee/s) using the available placement capacity under Listing Rule 7.1.

The terms and conditions of the Quoted Options are set out in Schedule 2.

8.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 5.2 above.

The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

The issue of the Tranche 2 Quoted Options does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 for the 12-month period following the issue of the Tranche 2 Quoted Options.

If Resolution 4 is passed, the Company can proceed to issue up to 7,000,000 Tranche 2 Quoted Options without using any of the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the 7,000,000 Quoted Options and will withdraw Resolution 4.

8.3

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 2 Quoted Options:

• (a) The 7,000,000 Tranche 2 Quoted Options will be issued to Clarity Capital (or its respective nominee/s).

• (b) A maximum of 7,000,000 Tranche 2 Quoted Options will be issued under Resolution 4.

• (c) The Tranche 2 Quoted Options are exercisable at $0.05 each, and are otherwise subject to the terms and conditions in Schedule 2. Shares issued upon exercise of the Tranche 2 Quoted Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (d) The Tranche 2 Quoted Options will be issued no later than 3 months after the date of the Meeting.

• (e) A total of 7,000,000 Tranche 2 Quoted Options will be issued with a nil issue price as partial consideration for the provision of services pursuant to the Engagement. Accordingly, no funds will be raised from the issue of the Tranche 2 Quoted Options.

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• (f) A summary of the material terms of the Corporate Advisory Agreement, pursuant to which 7,000,000 Tranche 2 Quoted Options are to be issued, is set out in Section 8.1 above.

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

8.4 Directors’ recommendation

Resolution 4 is an ordinary resolution.

The Board recommends that shareholders vote in favour of Resolution 4.

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Schedule 1

Definitions

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

$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Clarity Capital	means Clarity Capital Pty Ltd (ACN 658 998 460).
Company	means InteliCare Holdings Limited (ACN 622 484 397).
Corporate Advisory	has the meaning given in Section 8.1.
Agreement
Corporations Act	means the_Corporations Act 2001_(Cth) as amended or modified from
	time to time.
Director	means a director of the Company.
Director Placement	has the meaning given in Section 4.
Director Placement	has the meaning given in Section 4.
Shares
Engagement	has the meaning given in Section 8.1.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Extended Term	has the meaning given in Section 8.1.
Initial Term	has the meaning given in Section 8.1.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling
	the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company,
	or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Lead Manager	means Clarity Capital.
Lead Manager Options	has the meaning given in Section 7.1.
Listing Rules	means the listing rules of ASX.

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Material Investor means, in relation to the Company: (a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associated, of the above who have or will (as applicable) receive securities in the Company which constitute more than 1% of the Company’s anticipated capital structure at the time of issue.

Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this Notice of General Meeting.
Option	means an option to acquire a Share.
Placement	has the meaning given in Section 4.
Placement Shares	has the meaning given in Section 4.
Proxy Form	means the proxy form attached to the Notice.
Quoted Options	means Options exercisable at $0.05 each on or before 19 December
	2025 and are otherwise subject to the terms and conditions in
	Schedule 2.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a Section of this Notice.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Tranche 1 Placement	has the meaning given in Section 4.
Tranche 1 Placement	has the meaning given in Section 5.3(a).
Participants
Tranche 1 Placement	has the meaning given in Section 4.
Shares
Tranche 1 Quoted	has the meaning given in Section 8.1(b)(i).
Options
Tranche 2 Quoted	has the meaning given in Section 8.1(b)(ii)
Options

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WST

means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 Terms and Conditions of Options

A summary of the material terms and conditions of the Quoted Options is set out below:

(a) Entitlement

Each Quoted Option gives the holder the right to subscribe for one Share.

(b) Expiry Date

The Quoted Options will expire at 5.00pm (AWST) on 19 December 2025 ( Expiry Date ). A Quoted Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Quoted Option is $0.05 per Option.

(d) Exercise

A holder may exercise their Quoted Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Quoted Options specifying the number of Quoted Options being exercised; and

• (ii) an electronic funds transfer for the Exercise Price for the number of Quoted Options being exercised.

(e) Exercise Notice

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds. The Quoted Options held by each holder may be exercised in whole or in part, and if exercised in part, at least 10,000 must be exercised on each occasion.

(f) Timing of issue of Shares on exercise

Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Quoted Options specified in the Exercise Notice.

(g) Transferability

• (i) To the extent the Quoted Options are quoted on ASX’s official list, subject to any restriction or escrow arrangements imposed by ASX or under Australian securities laws, the Quoted Options will be freely transferable from the date of issue, subject to any restriction or escrow arrangements imposed by ASX or under Australian securities laws.

• (ii) To the extent the Quoted Options are not quoted on ASX’s official list, the Quoted Options will not be transferable without the prior written approval of the Company.

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(h) Ranking of Shares

All Shares allotted upon the exercise of Quoted Options will upon allotment be fully paid and rank pari passu in all respects with other Shares.

(i)

Quotation

• (i) The Company will apply for quotation of the Quoted Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Quoted Options on ASX within 5 Business Days after the date of allotment of those Shares. However, the Quoted Options will only be admitted to official quotation by ASX if the conditions for quotation of a new class of securities are satisfied (which include, amongst other things, there being a minimum of 100,000 Quoted Options on issue, with at least 50 holders with a marketable parcel (within the meaning of the ASX Listing Rules)).

• (ii) If official quotation of the Quoted Options is not granted by ASX in accordance with paragraph (i) above, the Quoted Options will not be quoted.

(j) Reconstruction

If at any time the issued capital of the Company is reconstructed, all rights of a holder of Quoted Options are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

(k) Participating rights

There are no participating rights or entitlements inherent in the Quoted Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Quoted Options without exercising the Quoted Options.

(l)

Amendments

A Quoted Option does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the Quoted Option can be exercised.

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

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InteliCare Holdings Limited | ABN 84 622 484 397

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 29 May 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

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of InteliCare Holdings Limited, to be held at 10.00am (AWST) on Friday, 31 May 2024 at Ground Floor, 299 Vincent Street Leederville Western Australia 6007 hereby:

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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.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 Ratification of issue of Tranche 1 Placement Shares
2 Approval to issue Director Placement Shares
3 Ratification of issue of Quoted Options to Clarity Capital
4 Approval to issue Quoted Options to Clarity Capital
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	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).