NYRADA INC. — AGM Information 2022

Oct 17, 2022

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2022 AGM Notice of Meeting and Proxy

Sydney, 18 October 2022: Nyrada Inc (ASX: NYR) (“Nyrada” or “the Company”) a preclinical stage, drug development company specialising in novel small molecule drugs to treat cardiovascular and neurological diseases, attaches the following documents in relation to FY2022 Annual General Meeting:

• AGM Notice of Meeting; and

• Proxy Form.

About Nyrada Inc

Nyrada is a preclinical stage, drug discovery, and development company, specialising in novel small molecule drugs to treat cardiovascular and neurological diseases. The Company has two main programs, each targeting market sectors of significant size and considerable unmet clinical need. These are a cholesterol-lowering drug and a drug to treat brain injury, specifically traumatic brain injury and stroke. Nyrada Inc. ARBN 625 401 818 is a company incorporated in the state of Delaware, US, and the liability of its stockholders is limited.

www.nyrada.com

Authorised by Mr. John Moore, Non-Executive Chairman, on behalf of the Board.

Investor & Corporate Enquiries: Company Secretary: Laura Vize, Investor Relations Manager David Franks T: 02 9498 3390 T: 02 8072 1400 E: info@nyrada.com E: David.Franks@automicgroup.com.au

Media Enquiries:

Catherine Strong Citadel-MAGNUS T: 02 8234 0111

E: cstrong@citadelmagnus.com

Forward-Looking Statements

This announcement may contain forward-looking statements. You can identify these statements by the fact they use words such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “plan”, “should”, “target”, “will” or “would” or the negative of such terms or other similar expressions. Forward-looking statements are based on estimates, projections, and assumptions made by Nyrada about circumstances and events that have not yet taken place. Although Nyrada believes the forward-looking statements to be reasonable, they are not certain. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that are in some cases beyond the Company’s control (including but not limited to the COVID-19 pandemic) that could cause the actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statement.

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Nyrada Inc. Level 3, 828 Pacific Highway, Gordon NSW 2072

ARBN 625 401 818

Nyrada Inc. Suite 2, Level 3 828 Pacific Highway Gordon NSW 2072 ARBN: 625 401 818

https://www.nyrada.com/site/content/

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Nyrada Inc.

Notice of 2022 Annual General Meeting Explanatory Statement | Proxy Form

Monday, 21 November 2022

10:00AM AEDT

[or Sunday, 20 November 2022 at 6:00PM EST (USA)]

As a Virtual Meeting

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

Contents

Contents
Notice of Annual General Meeting – Agenda and Resolutions	3
Proxy Statement	8
Notice of Annual General Meeting – Explanatory Statement	14
Glossary	25
Annexure A – Key Terms of Equity Incentive Plan	27
Voting Instruction Form	Separate

Important Information for Shareholders and CDI Holders about the Company’s 2022 AGM

This Notice is given based on circumstances as at 5 October 2022. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.nyrada.com/site/investors/asx-announcements. CDI Holders are urged to monitor the ASX announcements platform and the Company’s website.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Nyrada Inc. ARBN 625 401 818 will be held at 10:00AM AEDT on Monday, 21 November 2022 as a virtual meeting (Meeting) .

The Company is pleased to provide Shareholders and CDI Holders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

The matters to be considered and voted on at the Annual General Meeting ( AGM ) are described in the accompanying Notice of 2022 Annual General Meeting of Shareholders and CDI Holders ( Notice of Meeting ) and Proxy Statement.

All Shareholders and CDI Holders are invited to attend the AGM. Whether or not you expect to attend the virtual AGM, please submit your Proxy Card or CDI Voting Instruction Form as soon as possible so that your applicable Shares/CDIs can be voted at the AGM. For specific instructions on voting, please refer to the instructions in the Notice of Annual General Meeting and the Proxy Card or CDI Voting Instruction Form, as applicable. If you hold your Shares or CDIs through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your Shares or CDIs. Terms and abbreviations used in this Notice of Meeting, Proxy Statement, Explanatory Statement, Proxy Card or CDI Voting Instruction Form are defined in the Glossary (refer page 25)

Article II, Section 5, of the Company’s Bylaws outlines that each shareholder represented at a meeting of shareholders shall be entitled to cast one vote for each share held. Therefore, the Chair intends to call a poll on each of the resolutions proposed at the AGM. The Chair considers voting by poll to be in the interests of the shareholders as a whole and is a way to ensure the views of as many shareholders as possible are represented at the meeting.

Record Date and Voting Rights

Shareholders may vote at the Annual General Meeting if they are a Shareholder of record or are a beneficial owner of Shares held in Street Name (as defined below) at 7:00pm (AEDT) on Monday, 7 November 2022 ( Record Date ). In accordance with Article IV, Section 5 of the Company’s Bylaws the Record Date must not be more than 60 days or less than 10 days before the date of the Annual General Meeting.

Shareholders at the Record Date are entitled to receive the Notice of Annual General Meeting and to attend the Annual General Meeting, or any adjournment or postponement of the Meeting. Holders of CDIs as at the Record Date are entitled to receive notice of and attend the meeting, and may also instruct CHESS Depositary Nominees Pty Ltd ( CDN ) to vote the Shares underlying their CDIs by following the instructions on the CDI Voting Instruction Form. CDN will vote the applicable Shares on behalf of each applicable CDI Holder at the Annual General Meeting, in accordance with the instructions received via the CDI Voting Instruction Form.

Questions

Shareholders and CDI Holders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to David Franks, Company Secretary, at David.Franks@automicgroup.com.au at least 5 Business Days before the AGM.

The Company will also provide Shareholders and CDI Holders with the opportunity to ask questions during the Meeting in respect to the formal items of business, as well as general questions in respect to the Company and its business.

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Agenda

Ordinary business

Financial statements and reports

As the Company is a company incorporated in the state of Delaware, United States, it is not required to meet the Corporations Act requirements to lay before the meeting the Annual Financial Report and other related reports.

The Board of the Company has, however, decided to lay before the Meeting the Company’s audited financial statements, together with the Directors’ Report, the Remuneration Report and the Auditor’s Report for the financial year ended 30 June 2022.

Shareholders may view the Company Annual Financial Report on its website at - https://www.nyrada.com/site/investors/annual reports

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

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.

Remuneration Report

As the Company is a company incorporated in the state of Delaware, United States, it is not required to include a resolution for the adoption of the Remuneration Report in its Notice of Meeting.

Resolutions

- Re election of Directors

1. Resolution 1 – Re-election of John Moore as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That John Moore, who retires in accordance with the Company’s Bylaws and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company, effective immediately.”

2. Resolution 2 – Re-election of Christopher Cox as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Christopher Cox, who retires in accordance with the Company’s Bylaws and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company, effective immediately.”

3. Resolution 3 – Re-election of Dr. Ian Dixon as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Dr. Ian Dixon, who retires in accordance with the Company’s Bylaws and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company, effective immediately.”

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4. Resolution 4 – Re-election of Marcus Frampton as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Marcus Frampton, who retires in accordance with the Company’s Bylaws and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company, effective immediately.”

5. Resolution 5 – Re-election of Dr. Rüdiger Weseloh as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Dr. Rüdiger Weseloh, who retires in accordance with the Company’s Bylaws and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company, effective immediately.”

6. Resolution 6 – Election of Dr. Gisela Mautner as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Gisela Mautner, a Director appointed as an additional Director and holding office until the next general meeting of the Company after her appointment in accordance with the Company’s Bylaws and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

Voting Information for Resolutions 1-6

In accordance with the Company’s Bylaws, Directors are elected by a plurality of the votes cast at the Meeting. You may vote “FOR” or “ABSTAIN” on the re-election of each director (Resolutions 1-6).

The ASX has granted the Company a waiver from Listing Rule 14.2.1 to permit the Company not to provide in its proxy form an option for holders of CDI’s to vote against a resolution to elect a Director. The terms of the waiver are that:

• (a) the Company complies with relevant US laws as to the content of the proxy forms applicable to resolutions for the election of Directors;

• (b) the notice given by the Company to CDI Holders under ASX Settlement Operating Rule 13.8.9 makes it clear that holders are only able to vote for resolutions or abstain from voting, and the reasons why this is the case; and

• (c) the waiver from Listing Rule 14.2.1 only applies for so long as the relevant US laws prevent the Company from allowing stockholders to vote against a resolution to elect a director.

Disclosure of Interests for Resolutions 1-6

In accordance with the Delaware General Corporation Law, the following disclosure of interests is advised:

Resolution 1: Mr John Moore, as at the date of this Notice of Meeting, holds 358,423 CDI’s and intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 2: A related party of Mr Christopher Cox, Symphony Capital Holding LLC, as at the date of this Notice of Meeting, holds 1,425,000 CDI’s and the related party intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 3: Related parties of Dr. Ian Dixon, Altnia Holdings Pty Ltd and Helium Management Pty Ltd , as at the date of this Notice of Meeting, hold 10,114,033 (9,921,725 CDI’s held in escrow) CDI’s and the related parties intend to provide instructions to CDN to vote in favour of this Resolution.

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Resolution 4: Mr Marcus Frampton, as that the date of this Notice of Meeting, holds 245,075 CDIs and intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 5: Dr. Rüdiger Weseloh, as at the date of this Notice of Meeting, holds 100,000 CDIs and intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 6: Dr. Gisela Mautner, as at the date of this Notice of Meeting, currently holds no CDIs.

Adoption of Equity Incentive Plan

7. Resolution 7 – Adoption of Equity Incentive Plan

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)), and for all other purposes, the Shareholders of the Company approve the adoption of, and issue of securities under, an Equity Incentive Plan, 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 7 by or on behalf of:

	(a)	a person who is eligible to participate in the Equity Incentive Plan; or
	(b)	an Associate of that person or those persons.
	However, this does not apply to a vote cast in favour of Resolution 7 by:
	(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
		in accordance with directions 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 votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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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 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.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 8 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as
	a result of, the proposed issue (except a benefit solely by reason of being a holder
	of ordinary Securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 8 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions 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 votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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David Franks

Company Secretary

5 October 2022

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Proxy Statement

The Board of Directors of Nyrada Inc. ABRN 625 401 818 is soliciting proxies for use at the 2022 Annual General Meeting of Shareholders to be held at 10:00am (AEDT) on Monday, 21 November 2022 as a virtual meeting, and at any adjournment or postponement of the meeting. We expect to despatch this Proxy Statement and the accompanying Notice of Meeting to Shareholders and CDI Holders on or about 18 October 2022.

Shareholder or CDI Holder

Shareholders or CDI Holders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link https://investor.automic.com.au/#/home and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to https://investor.automic.com.au/#/home

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.

4. Click on “ Register ” and follow the steps.

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

Shareholders will be able to vote (see the “ How do I vote my Shares of Class A Common Stock? ” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Visitors

Shareholders or CDI Holders have the right to attend, ask questions and vote at the meeting.

Should there be any visitors who wish to attend, please register your interest to Ms Laura Vize, Nyrada’s Investor Relations Manager at laura.vize@nyrada.com.

Questions and Answers

What is the purpose of the Annual General Meeting?

At the Meeting, Shareholders will be able to vote on the Resolutions set out in this Notice of Meeting. Holders of CDIs may instruct CDN to vote the Shares underlying their CDIs by following the instructions on the CDI Voting Instruction Form. The Company will also provide Shareholders and CDI Holders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. The Resolutions outlined in the Notice of Meeting include the:

• re-election of John Moore as Director ( Resolution 1 );

• re-election of Christopher Cox as Director ( Resolution 2 );

• re-election of Dr. Ian Dixon as Director ( Resolution 3 );

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• re-election of Marcus Frampton as Director ( Resolution 4 );

• re-election of Dr. Rüdiger Weseloh as Director ( Resolution 5 );

• election of Dr. Gisela Mautner as a Director ( Resolution 6 );

• approval of Equity Incentive Plan ( Resolution 7 ); and

• approval of 10% capacity to issue equity securities under Listing Rule 7.1A ( Resolution 8 ).

Who is entitled to vote at the Annual General Meeting?

Only those Shareholders of record or beneficial owners of Shares held in Street Name (as defined below), at 7:00PM (AEDT) on Monday, 7 November 2022 ( Record Date ) will be entitled to vote at the meeting and any adjournment or postponement thereof.

As at the Record Date, there are 156,008,700 Shares of Class A Common Stock outstanding (equivalent to 156,008,700 CDIs), all of which are entitled to vote with respect to the Resolutions set out in this Notice of Meeting, subject to applicable voting exclusions. Therefore, there is currently a total of 156,008,700 votes entitled to be cast at the Meeting.

Each Share of Class A Common Stock is entitled to one vote per Share. Each CDI represents 1 Share of Class A Common Stock.

Votes for, against and abstentions will be counted as present and entitled to vote for the purposes of determining whether a quorum is present.

Will any Shareholders be excluded from voting on any of the items?

In accordance with ASX Listing Rule 14.11.1, the Company will disregard certain votes cast on certain resolutions by certain persons.

Voting exclusions apply for Resolution 8 and Resolution 8, as set out above in the Notice of Meeting.

The table below notes the Disclosure of Interests in relation to all Resolutions

Disclosure of Interests for Resolutions 1-6

In accordance with the Delaware General Corporation Law, the following disclosure of interests is advised:

Resolution 1: Mr John Moore, as at the date of this Notice of Meeting, holds 358,423 CDI’s and intends to provide instructions to CDN to vote in favour of this Resolution. Resolution 2: A related party of Mr Christopher Cox, Symphony Capital Holding LLC, as at the date of this Notice of Meeting, holds 1,425,000 CDI’s and the related party intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 3: Related parties of Dr. Ian Dixon, Altnia Holdings Pty Ltd and Helium Management Pty Ltd , as at the date of this Notice of Meeting, hold 10,114,033 (9,921,725 CDI’s held in escrow) CDI’s and the related parties intend to provide instructions to CDN to vote in favour of this Resolution.

Resolution 4: Mr Marcus Frampton, as that the date of this Notice of Meeting, holds 245,075 CDIs and intends to provide instructions to CDN to vote in favour of this Resolution.

Resolution 5: Dr. Rüdiger Weseloh, as at the date of this Notice of Meeting, holds 100,000 CDIs and intends to provide instructions to CDN to vote in favour of this Resolution. Resolution 6: Ms Gisela Mautner, as at the date of this Notice of Meeting, currently holds no CDIs.

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How many Shares must be present for voting to hold the Meeting?

Pursuant to Article I, Section 4, of the Company’s Bylaws, the holders of one-third of the capital stock issued and outstanding and entitled to vote at the Annual General Meeting must be present in person or represented by proxy shall constitute a quorum for the transaction of business.

Shares are counted as present at the Annual General Meeting if:

• the Shareholder of record on the Record Date attends the Meeting in person or virtually; and

• the Shareholder of record on the Record Date, or the applicable beneficial owner, has properly submitted a proxy in a timely fashion as set out in this Notice of Meeting.

What is a proxy?

If you designate another person or entity to vote Shares that you own, such other person or entity is referred to as your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or proxy card. When you designate a proxy, you may also direct the proxy how to vote your Shares. This is referred to as your “proxy vote”.

What is the difference between a Shareholder of record and a “Street Name” holder?

If you own Shares registered directly in your name with the Company’s US share registrar, you are considered the Shareholder of record with respect to those Shares. As a Shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual General Meeting.

If your Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, trust or other nominee is considered to be the Shareholder of record with respect to those Shares, while you are considered the beneficial owner of those Shares and your Shares are held in street name ( Street Name ). Street Name holders generally cannot vote their Shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their Shares. Since a Street Name holder is not the Shareholder of record, the Street Name holder may not vote their Shares in person at the Annual General Meeting unless such holder obtains a legal proxy from their applicable broker, bank, trustee or nominee giving such holder the right to vote the Shares at the meeting.

CDN is the Shareholder of record for all Shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive the Notice of Meeting and attend the Annual General Meeting and may direct CDN to vote by using the method described in the CDI Voting Instruction Form.

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

If you receive more than one printed set of proxy materials, it means that you hold Shares registered in more than one account. To ensure that all of your Shares are voted, please submit proxies or voting instructions for all of your Shares.

Can I vote my Shares in person at the meeting?

The Company considers that it is appropriate to hold the 2022 Annual General Meeting as a virtual

meeting.

Therefore, you may only vote your Shares at the Annual Meeting by registering and participating in the virtual online facility if you own shares of Class A Common Stock or CDIs and are a

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Shareholder of record on the Record Date. CDI Holders may vote the Shares underlying their CDIs by submitting their properly completed CDI Voting Form and lodging it with the Company by the due date and in a manner as set out in this Notice of Annual Meeting.

Even if you currently plan to attend the virtual meeting and vote your Shares at the meeting, we recommend that you submit a proxy so that your vote will be counted if you later decide not to attend the meeting. If you submit your vote by proxy and later decide to vote in person at the Annual Meeting, the vote you submit at the Annual Meeting will override your proxy vote.

If you are a Street Name holder of Shares, you may vote your Shares in person at the meeting only if you obtain and provide to Automic prior to the meeting a signed letter or other form of proxy from your broker, bank, trust or other nominee giving you the right to vote the Shares at the meeting.

How do I vote my Shares of Class A Common Stock?

Shareholders are entitled to vote if they are a Shareholder on the Record Date regardless of whether they attend the Annual General Meeting.

At the Annual General Meeting, every holder of Class A Common Stock present themselves or by proxy, is entitled to one vote for each Share of Class A Common Stock held on the Record Date on all matters submitted to a vote to the Shareholders.

If you are a Shareholder of record, you can vote in any of the following ways:

In person

As noted above, you are unable to attend the Meeting in person.

Virtually

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an accountas soon as possible and well in advance of the Meetingto avoid any delays on the day of the Meeting. An account can be created via the following linkhttps://investor.automic.com.au/#/home and then clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. To access the virtual meeting on the day: 1. Open your internet browser and go to https://investor.automic.com.au/#/home 2. Login with your username and password or click “register” if you haven’t already created an account.Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting. 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration. 4. Click on “Register” and follow the steps. 5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

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	Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen. Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted. For further information on the live voting process please see theRegistration and Voting Guideathttps://www.automicgroup.com.au/virtual-agms/	Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen. Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted. For further information on the live voting process please see theRegistration and Voting Guideathttps://www.automicgroup.com.au/virtual-agms/
By proxy	Online	Lodge the Voting Instruction Form online at https://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 theOnline Proxy Lodgement Guideat https://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

Under the Company’s Bylaws, proxies will be accepted up to and during the meeting, up to the close of voting at the Meeting. The Company would appreciate if proxies can be lodged by 7:00AM (AEDT) on Monday, 21 November 2022, which will be the timing of the Company reporting its lodged proxy results. However, the Company will continue to accept proxies up to and during the Meeting as noted above for the purposes of voting on resolutions.

How do I vote if I hold CDIs?

If you are a CDI Holder, you must take one of the following actions in order to vote at the Annual General Meeting:

1. Instructing CHESS Depositary Nominees Pty Ltd ( CDN ), as the Shareholder of record, to vote the Shares underlying your CDIs pursuant to your instructions in the CDI Voting Instruction Form provided to Automic Registry.

2. Converting your CDIs into Shares of Class A Common Stock and voting such Shares at the meeting in person (not permitted for this meeting), virtually or by proxy.

3. Note: In order to vote as a Shareholder in person at the meeting (not permitted for this meeting), such conversion to Class A Common Stock must be completed prior to the Record Date. CDI Holders should contact the Share Registry for information regarding the conversion process. If CDI Holders convert their holding to Class A Common Stock prior to the Record Date, then they may follow the instructions above for voting as a Class A common shareholder.

Each CDI represents 1 Share of Class A Common Stock. Therefore, each CDI Holder will be entitled to one vote for every 1 CDI that they hold through CDN.

If you are a CDI Holder, and wish to vote at the Annual General Meeting, please use one of the following methods to lodge your CDI Voting Instruction form.

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Online Lodge the Voting Instruction Form online at https://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 Guide at - https://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

How do I vote if I am a Street Name holder?

If you hold your Shares in Street Name, you must vote your Shares or CDIs in the manner set forth by your broker, bank, trust or other nominee, which is similar to the voting procedures for Shareholders of record. You will receive a voting instruction form if nominated as a proxy (not a proxy card) to use in directing your applicable broker, bank, trust or other nominee how to vote your Shares at the meeting.

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders and CDI Holders in connection with the business to be conducted at the Annual General Meeting to be held at 10:00AM AEDT on Monday, 21 November 2022 as a virtual meeting .

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.

Resolutions

- – - Resolutions 1 6 Re election of Directors

Background

Article II, Section 1, of the Company’s Bylaws provides that Directors shall be elected by a plurality of the votes cast at Annual Meetings of Shareholders, and each Director so elected shall hold office until the next Annual General Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.

Article II, Section 2, of the Company’s Bylaws provides that vacancies and newly created directorships resulting from any increase in the authorised number of directors may be filled by vote of a majority of the directors and the directors so appointed shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

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.

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

The ASX has granted the Company a waiver from Listing Rule 14.2.1 to permit the Company not to provide in its proxy form an option for holders of CDIs to vote against a resolution to elect a Director. You may only vote “for” or “abstain” on the re-election of each director. If a holder votes “against" a resolution to elect a director under the Bylaws, this will be treated as an “abstain”.

Resolution 1 – Re-election of John Moore as Director

Under this Resolution, John Moore seeks re-election as a Director in accordance with Article II, Section 1 of the Company’s Bylaws.

Experience and expertise

John Moore currently serves as Chairman of Trialogics, a clinical trial informatics business and Chairman of Scientific Industries (SCND-OTCQB) a producer of laboratory instruments for the life sciences industry. John was CEO of Acorn Energy from 2006 to 2015, during which time the CoaLogix business was acquired for US$11 million and sold for US$101 million, and the Comverge business listed in the US before its sale to Constellation Energy. In 2002 he was a Partner and CEO

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of Edson Moore Healthcare Ventures and acquired for US$148 million a portfolio of sixteen drug delivery investments from Elan Pharmaceuticals. He is a graduate of Rutgers University, US.

Directors’ recommendation

The Directors (excluding Mr Moore) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Resolution 2 – Re-election of Christopher Cox as Director

Under this Resolution, Christopher Cox seeks re-election as a Director in accordance with Article II, Section 1 of the Company’s Bylaws.

Experience and expertise

Christopher Cox is a Co-Founder and has been a Managing Partner of Population Health Partners since April 2020. He is also a Senior Vice President of Population Health Investment Co. Inc (Nasdaq: PHIC). Additionally, Chris is a retired Partner of Cadwalader, Wickersham & Taft LLP (New York) a position he held from January 2012. He remains a Senior Attorney of the firm.

Previously the Chairman of Cadwalader’s Corporate Department and a member of its Management Committee, Chris advises clients on a wide array of corporate and financial matters, including mergers and acquisitions and restructurings, spin-offs, joint ventures, IP monetisation’s and other complex financing transactions. From February 2016 to March 2019, Chris was seconded to The Medicines Company, a global biopharmaceutical company, where he served as Executive Vice President and Chief Corporate Development Officer and was responsible for business development and strategy. Before January 2012, Chris was a partner at Cahill Gordon & Reindel LLP in New York.

Chris also serves as the Chief Executive Officer of Symphony Capital Holdings, LLC, a private investment holding company with interests in biotechnology, network security and entertainment.

Chris received both his undergraduate degree and J.D. from the University of Missouri, where he was also a member of the Missouri Law Review.

Directors’ recommendation

The Directors (excluding Mr Cox) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Resolution 3 – Re-election of Dr. Ian Dixon as Director

Under this Resolution, Dr. Ian Dixon seeks re-election as a Director in accordance with Article II, Section 1 of the Company’s Bylaws.

Expertise and experience

Dr Dixon has a PhD in biomedical engineering from Monash University, an MBA from Swinburne University and professional engineering qualifications. He is also a co-inventor of Nyrada’s patented drug NYX-330 to treat hypercholesterolemia and atherosclerosis.

Dr Dixon brings to the Board an extensive technical and entrepreneurial background in founding, building and running technology-based companies, in recognising the potential commercial value of early-stage drug development, and in understanding the challenges involved in drug development.

In 2011, Dr Dixon co-founded Cynata Inc, now a subsidiary of ASX-listed Cynata Therapeutics Ltd (ASX-CYP), a company progressing the commercialisation of what has become the Cymerus stem cell therapy to treat various medical conditions including osteoarthritis, ARDS and critical limb

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ischemia. Also a founder director of genetic medicines company Exopharm Ltd (ASX-EX1) in 2013 and during the last three years, Dr Dixon has served as a director of the following listed companies: Medigard Ltd (ASX-MGZ); Noxopharm Ltd:(ASX-NOX).

Directors’ recommendation

The Directors (excluding Dr. Dixon) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Resolution 4 – Re-election of Marcus Frampton as Director

Under this Resolution, Marcus Frampton seeks re-election as a Director in accordance with Article II, Section 1 of the Company’s Bylaws.

Experience and expertise

Marcus Frampton currently serves as the Chief Investment Officer of the Alaska Permanent Fund Corporation (APFC), the US$77 billion sovereign wealth fund for the State of Alaska. Marcus manages the investment team at APFC and leads all investment decisions related to APFC’s investment portfolio within the guidelines established by APFC’s Board of Trustees.

Before joining the APFC in 2012, Marcus held positions ranging from Investment Banking Analyst & Associate at Lehman Brothers (2002-2005), to private equity investing at PCG Capital Partners (2005-2010), and acted as an executive of a private equity-backed portfolio company at LPL Financial (2010-2012). In addition to his duties at the APFC, Marcus is also a shareholder and sits on the board of directors of Scientific Industries, Inc., a leading manufacturer of laboratory equipment and the owner of intellectual property related to bioprocessing systems. Marcus graduated from UCLA with a Bachelor’s degree in Business-Economics and a Minor in Accounting.

Directors’ recommendation

The Directors (excluding Mr Frampton) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Resolution 5 – Re-election of Dr. Rüdiger Weseloh as Director

Under this Resolution, Dr. Rüdiger Weseloh seeks re-election as a Director in accordance with Article II, Section 1 of the Company’s Bylaws.

Experience and expertise

Rüdiger Weseloh is a Senior Director of Business Development at Merck KGaA, Darmstadt, Germany, where over a period of 15 years he has led more than 80 transactions for its pharmaceutical division, completing deals across the drug development value chain in the fields of Oncology, Rheumatology, Neurodegenerative diseases, and Fertility. Before Merck KgaA, Dr Weseloh spent 5 years as a Biotech/Pharma Equity Analyst, at Gontard & Metallbank AG, Frankfurt, and Sal. Oppenheim, Cologne/Frankfurt, as well as 3 years as a Postdoc at the Max-Planck-Institute for Experimental Medicine in Goettingen.

Dr Weseloh has a university diploma in Biochemistry from the University of Hannover and a PhD in Molecular Neurobiology, obtained at the Center for Molecular Neurobiology in Hamburg. Rüdiger also served 5 years on the Supervisory Board of Cytotools AG, Freiburg, Germany.

Directors’ recommendation

The Directors (excluding Dr. Weseloh) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

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Resolution 6 – Election of Dr. Gisela Mautner as Director

Under this Resolution, Dr. Gisela Mautner seeks election as a Director in accordance with Article II, Section 2 of the Company’s Bylaws.

Experience and expertise

Gisela Mautner is an international business leader with significant experience developing and launching new pharmaceutical products, and delivering successful corporate strategies in highly competitive global markets. Dr Mautner also has over thirty years’ experience in medical and scientific research, most recently as the Chief Medical Officer of Noxopharm Ltd (ASX-NOX).

Dr Mautner has held senior positions with Amgen, Bayer, Siemens Medical Solutions and Merck/MSD generating successful commercial and scientific outcomes. Dr Mautner is currently the Past-President of the Australian Pharmaceutical Physicians Association (APPA), a Fellow of the Australasian College of Physician Executives and a Member of the Australian Institute of Company Directors and the CEO Institute.

Dr Mautner holds an MD from the Technical University of Munich, a PhD from the Ludwig Maximilian University, an MPH from Harvard University and an MBA from Northwestern University Chicago.

Directors’ recommendation

The Directors (excluding Dr. Mautner) recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Approval of Equity Incentive plan

Resolution 7 – Approval of Equity Incentive Plan

Background

The Company’s Equity Incentive Plan ( Incentive Plan ) was last approved by Stockholders of the Company on 23 May 2018 and was noted in the Prospectus dated 26 November 2019 as part of the Company’s Initial Public Offer on the ASX. As of the date of this Meeting, approximately three years would have lapsed since the Prospectus date. Accordingly, the Company seeks Shareholder approval to re-adopt the Incentive Plan for the purposes set out in this Explanatory Statement.

The Company’s Incentive Plan provides for the grant of incentive stock options to employees of the Company, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to the employees and consultants of the Company and to the members of the Board.

A summary of the key terms of the Incentive Plan is set out in Annexure A, and a copy of the rules of the Incentive Plan is available at:

https://www.nyrada.com/site/pdf/efc9444c-b90c-4abf-b5e6-385f8a99d9ce/Equity-IncentivePlan.pdf

ASX Listing Rules

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.

If this Resolution is approved by Shareholders for all purposes under the ASX Listing Rules,

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including ASX Listing Rule 7.2 (exception 13(b)), it will have the effect of enabling the securities issued by the Company under the Incentive Plan to be automatically excluded from the formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.

If the resolution is not approved, the Company will be able to proceed with the issue of securities under the Incentive Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of those securities.

Since the Incentive Plan was last approved by Shareholders on 23 May 2018, the Company advises that it has issued the following securities:

Issue Date	Type of Security	Key Terms
16 January 2020	4,000,000 Unlisted Options	Vested on 16 January 2020, Exercise price $0.22, expiry 16 January 2025
16 January 2020	4,000,000 Unlisted Options	Vesting upon the admission of the Company to the official list of a recognised securities exchange in the United States. Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that the Option was granted; and •amount equal to 110% of the volume weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that the Option vests. Expiry is five years from the date on which the Unlisted Option vests.
16 January 2020	5,000,000 Unlisted Options	Vesting upon the Company achieving a market capitalisation of $500 million. Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that the Option was granted; and •amount equal to 110% of the volume weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that the Option vests. Expiry is five years from the date on which the Unlisted Option vests.
16 January 2020	5,000,000 Unlisted Options	Vesting upon the earliest of, the Company achieving a market capitalisation of $1 billion and the Company or any of its related bodies corporate completing a share sale or a business sale with a minimum value of $700 million. Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan)of the Shares on the date that the Option

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		was granted; and •amount equal to 110% of the volume weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that the Option vests. Expiry is five years from the date on which the Unlisted Option vests.
16 January 2020	3,600,000 Unlisted Options	Vested 16 January 2021, Exercise Price is 120% of the Offer Price (Offer Price $0.20), expiry 16 January 2024
16 January 2020	3,600,000 Unlisted Options	Vested 16 January 2022, Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that the Unlisted Option was granted; and •120% of the volume weighted average price of the Company’s CDIs for the period of 10 trading days prior to the date on which that the Unlisted Option vests, expiry 16 January 2025
16 January 2020	3,600,000 Unlisted Options	Vesting 16 January 2023, Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that the Unlisted Option was granted; and •120% of the volume weighted average price of the Company’s CDIs for the period of 10 trading days prior to the date on which that the Unlisted Option vests, expiry 16 January 2026
16 January 2020	800,000 Unlisted options	Vested on 16 January 2020, exercise price $0.24, expiry 16 January 2023
16 January 2020	1,000,000 Unlisted options	Vested, Exercise Price is 130% of the Offer Price (Offer Price $0.20). Lapsed
16 January 2020	900,000 Unlisted Options	The Unlisted Options shall vest in accordance with the following schedule: •half of the Senior Management Options will vest upon an investigational new drug application in relation to a drug asset owned by the Company (Drug Asset) coming into effect; and •half of the Senior Management Options will vest upon the earliest of: o the treatment of the first patient under a clinical study in relation to a Drug Asset; o the completion of the sale of a Drug Asset, or the total issued share capital of subsidiary of the Company that owns the Drug Asset, to a third party and o the entry by the Company into a licensing agreement, pursuant to which the thirdpartyisgranted the right to exploit a Drug

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		Asset. Exercise Price is the higher of: •100% of the Fair Market Value (as defined in the Company’s Stock Incentive Plan) of the Shares on the date that Unlisted Options were granted; and •the amount equal to 120% of the volume weighted average price of the CDIs for the period of 10 trading days immediately prior to the date on which that the Unlisted Option vests.
16 January 2021	1,000,000 Unlisted Options	Vested Unlisted Options, the exercise price of each Unlisted Option was 130% of the Offer Price (Offer Price $0.20) being $0.26, The exercise period of each Unlisted Option ended on 15 February 2021.
18 January 2021	600,000 Unlisted Options	Vested on 18 January 2022, Exercise Price is the higher of •100% of the Fair Market Value; or •120% of the VWAP of the Company’s CDIs for the period of 10 trading days ending on the trading day immediately prior to the date on which that option vests, Expiry 18 January 2025
18 January 2021	600,000 Unlisted Options	Vesting on 18 January 2023, Exercise Price is the higher of •100% of the Fair Market Value; or •120% of the VWAP of the Company’s CDIs for the period of 10 trading days ending on the trading day immediately prior to the date on which that option vests, Expiry 18 January 2026
18 January 2021	600,000 Unlisted Options	Vesting on 18 January 2024, Exercise Price is the higher of •100% of the Fair Market Value; or •120% of the VWAP of the Company’s CDIs for the period of 10 trading days ending on the trading day immediately prior to the date on which that option vests, Expiry 18 January 2027
24 February 2021	300,000 Unlisted Options	Vesting upon an investigational new drug application in relation to a Drug Asset coming into effect in accordance with Section 312.40(b) of the Code of Federal Regulations (USA), Title 21 (Food and Drugs), Chapter I (Food and Drug Administration), Subchapter D (Drugs for Human Use), Exercise Price is the higher of: •100% of the Fair Market Value of the Common Stock on the date the Option is granted or; •120% of the VWAP of the Company’s CDIs for the period of 10 trading days ending on the trading day immediately prior to the date on which that Option vest. Expiry expiring three years from the date on which that option vests.

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24 February 2021	900,000 Unlisted Options	Vesting upon the earliest of the following to occur in relation to program: (a) the treatment of the first patient under a Phase 1 clinical study in relation to a Drug Asset conducted by, or on behalf of, the Company; (b) the completion of the sale of a Drug Asset, or the total issued and outstanding shares of the subsidiary of the Company which owns a Drug Asset, to a third party; and (c) the entry by the Company into a licensing agreement, pursuant to which the third party is granted the right to exploit a Drug Asset (other than non-exclusive licensing in the ordinary course of business). Exercise Price is the higher of: •100% of the Fair Market Value of the Common Stock on the date the Option is granted or; •120% of the VWAP of the Company’s CDIs for the period of 10 trading days ending on the trading day immediately prior to the date on which that Option vest. Expiry expiring three years from the date on which that option vests.

If this Resolution is approved by Shareholders, the Company will issue up to a maximum of 44.5 million securities, including ESOP Options, under the Incentive Plan during the three-year period following approval (for the purposes of exception 13).

Directors Recommendation

The Board of Directors have not made a recommend 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

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).

As at the close of trading on 5 October 2022, based on a closing share price of $0.12, the Company has a market capitalisation of approximately $18.72 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.

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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.

The capital structure of the Company as at 5 October 2022 is as follows:

Security Class (Listed)	Number on issue
Listed CHESS Depositary Interests (CDIs), which also has the equivalent number of unlisted Class A Common Stock	156,008,700
Security Class (Unlisted)	Number on issue
Warrants Expiring 30-Jun-2024 Restricted	8,000,000
Warrants Expiring 29-Jun-2026 Restricted	8,000,000
Performance Shares Restricted	18,000,000
Option Expiring Var Dates Restricted Ex Var Prices	29,100,000
Option Expiring Various Dates Ex Various Prices	4,400,000

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholders 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.

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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 further develop the Company’s business;

• (b) to fund and develop any of its existing products and newly discovered products;

• (c) to acquire assets including acquisition (full or part) of asset purchases or equity holdings, either in current part owned holdings or new acquisitions; and

• (d) for general corporate purposes, including working capital requirements.

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 securityholders’ 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	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.06	$0.12	$0.24
		50% decrease in issue price	issue price(b)	100% increase in issue price
“A” is the number of shares on issue,(a) being	10% voting dilution(c)	15,600,870	15,600,870	15,600,870
156,008,700 Shares	Funds raised	$936,052	$1,872,104	$3,744,209
“A” is a 50% increase in shares on issue, being	10% voting dilution(c)	23,401,305	23,401,305	23,401,305
234,013,050 Shares	Funds raised	$1,404,078	$2,808,157	$5,616,313
“A” is a 100% increase in shares on issue, being	10% voting dilution(c)	31,201,740	31,201,740	31,201,740
312,017,400 Shares	Funds raised	$1,872,104	$3,744,209	$7,488,418

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 5 October 2022.

• (b) Based on the closing price of the Company’s Shares on ASX as at 5 October 2022.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

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• (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 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 any applicable laws, the Board reserves 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 and CDI Holders 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

The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

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 recommend that Shareholders and CDI Holders vote for this Resolution.

The Chair intends to vote in favour of this resolution.

Enquiries

Shareholders are asked to contact the Company Secretary, Mr David Franks, on +612 8098 1169 if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

AGM Time means Monday, 21[st] November 2022 at 10:00AM (AEDT) or Sunday, 20[th] November 2022 at 6:00PM (EST)

Annual Financial Report means the 2022 Annual Report to Shareholders for the period ended 30 June 2022, as lodged by the Company with ASX on 29 August 2022.

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.

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 29 August 2022 as included in the Annual Financial Report.

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.

ByLaws means the Company’s amended and restated bylaws, effective as of 25 November 2019.

CDI means a CHESS Depositary Interest over a Share.

CDI Holder means holder of a CDI.

Chair means the person chairing the Meeting.

Company or Nyrada means Nyrada Inc. ARBN 625 401 818.

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.

Equity Incentive Plan means the 2018 Equity Incentive Plan as disclosed in the Prospectus dated 26 November 2019 and as released to the ASX on 14 January 2020.

ESOP Options means Options which have been granted under the Company’s Equity Incentive Plan.

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

Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting dated 5 October 2022 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share of CDI (as applicable).

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.

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

Record Date means 7:00PM (AEDT) on Monday, 7 November 2022.

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.

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

Share means a fully paid share of Class A Common Stock in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Registry Services.

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.

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

VWAP means the volume weighted average market (closing) price.

Nyrada Inc. | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Annexure A – Key Terms of Equity Incentive Plan

The Company’s 2018 Equity Incentive Plan provides for the grant of incentive stock options to employees of the Company, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to the employees and consultants of the Company and to the members of the Board.

The maximum aggregate number of Shares that have been reserved for issuance under the Equity Incentive Plan is 80,000,000.

As at the date of this Notice of Meeting, the Company has granted 35,500,000 ESOP Options in aggregate to the Directors, officers, employees and consultants of the Company under the Equity Incentive Plan.

The Equity Incentive Plan will be administered by the Board or a committee of the Board. Subject to the provisions of the Equity Incentive Plan, the administrator of the Equity Incentive Plan generally has the power to determine:

• (i) who will receive awards under the Equity Incentive Plan;

• (ii) the number of shares to be covered by each award;

• (iii) the terms and conditions, not inconsistent with the terms of the Equity Incentive Plan, of any award granted under the Equity Incentive Plan, including, without limitation, the exercise or purchase price (if any) applicable to the award, the time or times when awards may vest and/or be exercised, and any restriction or limitation regarding any award or the shares underlying any award; and

• (iv) to construe and interpret the terms of the Equity Incentive Plan and any award agreement.

In the event of certain corporate events or changes in the Company’s capitalisation, to prevent diminution or enlargement of the benefits or potential benefits available under the Equity Incentive Plan, and in compliance with applicable law, the Board will make adjustments to one or more of the number, kind and class of securities that may be delivered under the Equity Incentive Plan and/or the number, kind, class and price of securities covered by each outstanding award, subject to compliance with the ASX Listing Rules.

In the event of a sale of substantially all of the Company’s assets, merger or other change in control, each outstanding award will be treated as the Board determines, including, but not limited to, providing for the assumption or substitution of the outstanding award, the cancellation of the outstanding award on such terms and conditions as it deems appropriate, including providing for the cancellation of such outstanding award for no consideration.

Subject to compliance with applicable law, the Board has the authority to amend or terminate the Equity Incentive Plan, provided no amendment or termination (other than an adjustment pursuant to a recapitalisation as described above) shall be made that would materially and adversely affect the rights of any participant under any outstanding award, without his or her consent. Certain amendments will require the approval of the CDI holders.

The Equity Incentive Plan will automatically terminate in 2028, unless terminated earlier by the Board.

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Voting Instruction Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Nyrada Inc | ARBN 625 401 818

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Holder Number:

Under the Company’s Bylaws, proxies will be accepted up to and during the meeting, up to the close of voting at the Meeting. The Company would appreciate if proxies can be lodged by 7:00AM (AEDT) on Monday, 21 November 2022 , which will be the timing of the Company reporting its lodged proxy results. However, the Company will continue to accept proxies up to and during the Meeting as noted above for the purposes of voting on resolutions.

SUBMIT YOUR VOTING INSTRUCTION

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 - HOW TO VOTE ON ITEMS OF BUSINESS

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI registered in your name entitles you to one vote.

You can vote by completing, signing, and returning your CDI Voting Instruction Form. This form gives

your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct CHESS Depositary Nominees Pty Ltd how to vote by marking one of the boxes opposite each item of business. All your CDI’s 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 CDI’s 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.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the CDI Holder must sign.

Joint holding : Where the holding is in more than one name, all CDI Holders 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 Voting Instruction Form when you return it.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah

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

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, Voting Instruction 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.

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBCHAT:

https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia)

+61 2 9698 5414 (Overseas)

STEP 1 – How to vote

Complete and return this form as instructed only if you do not vote online

CHESS Depositary Nominees Pty Ltd will vote as directed

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Nyrada Inc. hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General Meeting of Nyrada Inc to be held virtually at 10:00AM (AEDT) on Monday, 21 November 2022 and at any adjournment or postponement of that meeting.

By execution of this CDI Voting Instruction Form the undersigned hereby authorises

CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote .

VIRTUAL PARTICIPATION AT THE AGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

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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 Abstain Re-election of John Moore as Director 2. Re-election of Christopher Cox as Director Re-election of Dr. Ian Dixon as Director Re-election of Marcus Frampton as Director 5. Re-election of Dr. Rüdiger Weseloh as Director 6. Election of Dr. Gisela Mautner as Director For Against Abstain

1. Re-election of John Moore as Director

2. Re-election of Christopher Cox as Director

3. Re-election of Dr. Ian Dixon as Director

4. Re-election of Marcus Frampton as Director

5. Re-election of Dr. Rüdiger Weseloh as Director

6. Election of Dr. Gisela Mautner as Director

7. Adoption of Equity Incentive Plan

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1. SPECIAL RESOLUTION

ASX Listing Rule 7.1A Approval of Future Issue of Securities

STEP 3 – Signatures and contact details

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