OSTEOPORE LIMITED — Proxy Solicitation & Information Statement 2024

Nov 20, 2024

21 November 2024

Dear Shareholders

– GENERAL MEETING 23 DECEMBER 2024

Osteopore Limited (ASX: OSX) ( Osteopore or the Company ) has scheduled a General Meeting ( GM ) of Shareholders at 11.00am (AWST) on Monday, 23 December 2024 as a physical meeting at Level 5, 191 St Georges Terrace, Perth WA 6000.

A complete copy of the Notice of Meeting (Notice) will be made available for download from the Company’s website at www.osteopore.com or from the ASX market announcement page under the Company’s ASX code of “OSX”.

In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice unless a Shareholder has made a valid election to receive documents in hard copy. If you have not elected to receive documents in hard copy, you can still request a hard copy of the Notice by contacting the Company Secretary by telephone on +61 8 6245 9436.

If you are unable to attend the Meeting, the Company strongly encourages shareholders to lodge a proxy form prior to the Meeting. Shareholders can lodge their proxy by going to https://investor.automic.com.au/#loginsah and logging in with your holder number (HIN/SRN), which you can find on your enclosed personalised proxy form. Your proxy form must be received by 11.00am (AWST) on Saturday, 21 December 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact the Company’s share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Jack Rosagro Company Secretary Osteopore Limited

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Osteopore Limited ACN 630 538 957

Notice of General Meeting

Time and date: Monday 23 December 2024 at 11:00am (AWST) Location: Level 5, 191 St. Georges Terrace, Perth, WA 6000

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 suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6245 9436.

Shareholders are urged to vote by lodging the Proxy Form

Osteopore Limited ACN 630 538 957 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders ( Notice ) of the Company will be held at Level 5, 191 St. Georges Terrace, Perth, WA 6000 on Monday 23 December 2024 at 11:00am (AWST) ( Meeting ).

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

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

Agenda

• 1 Resolutions

Resolution 1 – Approval to issue redeemable convertible notes

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

‘That, pursuant to and in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of Convertible Notes with a total face value of up to A$20,000,000 to the Noteholders (or their respective nominees), on the terms and conditions set out in the Explanatory Statement and do all things necessary to give effect to the terms of the Convertible Notes.’

A voting exclusion and voting prohibition applies to this Resolution, see page 3 below.

Resolution 2 – Approval of issue of Director Performance Rights

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

‘That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 11,625,000 Director Performance Rights, as follows:

• (a) up to 5,625,000 Director Performance Rights to Mr Mark Leong (and/or his nominees);

• (b) up to 625,000 Director Performance Rights to Professor Teoh Swee Hin (and/or his nominees);

• (c) up to 625,000 Director Performance Rights to Mr Daniel Ow (and/or his nominees);

• (d) up to 625,000 Director Performance Rights to Mr Michael Keenan (and/or his nominees); and

• (e) up to 4,125,000 Director Performance Rights to Dr Yujing Lim (and/or his nominees),

on the terms and conditions in the Explanatory Memorandum.’

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A voting exclusion and voting prohibition applies to this Resolution, see pages 3 and 4 below.

Resolution 3 – Approval of New Plan

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 exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the adoption of the employee securities incentive scheme known as the ‘Osteopore Limited Employee Securities Incentive Plan’ and the issue of up to 17,300,000 Securities under the New Plan as an exception to Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

A voting exclusion and voting prohibition applies to this Resolution, see page 4 below.

Resolution 4 – Approval of strategic investment with Dr Zeng and Dr Kennedy

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

‘That the Shareholders ratify and approve the entry of the Investment Agreement by the Company with investment by the Company, Dr Xianmin Zeng and Dr Brian Kennedy, and the Company is authorised to do all things necessary to give effect and transact on the terms set out in the Investment Agreement.’

Resolution 5 – Grant of Shares to Dr Yujing Lim

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

‘ That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of up to a maximum of 526,754 Shares to Dr Yujing Lim under the New Plan, on the terms summarised in the Explanatory Statement accompanying this Notice.’

A voting exclusion and voting prohibition applies to this Resolution, see page 4 below.

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 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 or ordinary securities in the Company), and an associate of that person (or those persons) .

• (b) Resolution 2(a) : by or on behalf of Mr Mark Leong (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

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• (c) Resolution 2(b) : by or on behalf of Professor Teoh Swee Hin (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (d) Resolution 2(c) : by or on behalf of Mr Daniel Ow (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (e) Resolution 2(d) : by or on behalf of Mr Michael Keenan (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (f) Resolution 2(e) : by or on behalf of Dr Yujing Lim (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (g) Resolution 3 : by or on behalf of a person who is eligible to participate in the New Plan, any person excluded from voting on Resolution 2(a) to (e)(inclusive), or any of their respective associates.

• (h) Resolution 5: by Dr Yujing Lim (and/or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

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

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

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

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

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

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

Voting prohibitions

Resolution 2 , Resolution 3 and Resolution 5 : In accordance with section 250BD of the

Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these Resolutions if:

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

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

However, the above prohibition does not apply if:

• (c) the proxy is the Chair; and

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

Resolution 2 : In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

However, the above prohibition does not apply if:

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

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

Resolution 3 : In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement.

However, a vote may be cast by such a person if:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and

• (b) it is not cast on behalf of the person or an associate of the person.

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

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

Mark Leong Executive Chairman Osteopore Limited Dated: 21 November 2024

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Osteopore Limited ACN 630 538 957 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 5, 191 St. Georges Terrace, Perth, WA 6000 on Monday 23 December 2024 at 11:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted. Capitalised terms in this Explanatory Memorandum and not otherwise defined, are defined in Schedule 1 to the Notice.

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

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1– Approval to issue redeemable convertible notes
Section 4	Resolution 2 – Approval of issue of Director Performance Rights
Section 5	Resolution 3 – Approval of New Plan
Section 6	Resolution 4 – Approval of strategic investment with Dr Zeng and Dr Kennedy
Section 7	Resolution 5 – Grant of Shares to Dr Yujing Lim
Schedule 1	Definitions
Schedule 2	Terms and conditions of the Convertible Notes
Schedule 3	Terms and conditions of Director Performance Rights
Schedule 4	Summary of material amendments to the Existing Plan

If you have any questions regarding the matters set out in this Explanatory Memorandum or the preceding Notice, please contact the Company Secretary, your stockbroker or other professional adviser.

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

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2. Action to be taken by Shareholders

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

2.1 Voting in person

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

2.2

Voting by proxy

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

Please note that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Your proxy voting instruction must be received by 11.00am (AWST) on Saturday 21 December 2024, being not later than 48 hours before the commencement of the Meeting.

2.3

Chair's voting intentions

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

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 2, Resolution 3 and Resolution 5 and even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at investor_relations@osteopore.com by Thursday 19 December 2024.

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

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

3. Resolution 1– Approval to issue redeemable convertible notes

3.1

General

The Company seeks to issue a series of redeemable convertible notes convertible into ordinary fully paid Shares in the capital of the Company at the Conversion Price on the terms and conditions set out in the Subscription Agreement ( Convertible Notes ).

The funds raised from the issue of the Notes will be used in the ordinary course of business and and/or future developments, projects and investments as and when business opportunities arise and for the discharge and or reductions in loan. Funds raised are not to be used to pay dividends or to repay or reduce debt owed to a Related Party.

The Convertible Notes will be issued pursuant to a subscription agreement to be entered into with each Noteholder ( Subscription Agreement ) a summary of which is set out in Schedule 2 of this Notice.

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Accordingly, Resolution 1 seeks the approval of Shareholders for the issue of the Convertible Notes.

3.2

Listing Rules 7.1 and 7.3

As set out in Section 3.1 above, the Company will enter into the Subscription Agreement for the issue to the Noteholders of 4.0% redeemable convertible notes with an aggregate nominal value of up to A$20,000,000, subject to obtaining Shareholder approval.

Accordingly, Resolution 1 seeks Shareholder approval for the Company to issue the Convertible Notes to the Noteholders (or their respective nominees).

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any Equity Securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The proposed issue of Convertible Notes falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Convertible Notes.

3.3

Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of Convertible Notes. In addition, the issue of the Convertible Notes will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of the Company’s last annual general meeting, being 30 May 2024.

If Resolution 1 is not passed, the issue of the Convertible Notes cannot proceed. If Shareholder approval is not received, under the terms of the Subscription Agreement, the Noteholders will not and are not obliged to subscribe for the Convertible Notes and the Company will not receive the A$20,000,000 in funds towards the items listed in Section 3.1 above.

The Directors intend to vote in favour of Resolution 1.

3.4

Information required by Listing Rule 7.3

Pursuant to and for the purpose of Listing Rule 7.3, information regarding the issue of the Convertible Notes is provided as follows:

• (a) The Convertible Notes (and underlying Shares on conversion of the Convertible Notes ( Conversion Shares )) will be issued to the Noteholders (or their nominees), pursuant to the Subscription Agreement, the material terms of which are set out in the summary of the Convertible Notes in Schedule 2;

• (b) In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Noteholders are:

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• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) The maximum number of Convertible Notes to be issued are:

• (i) 4 equal tranches each with a nominal value of A$5,000,000, with each tranche comprising of 20 equal sub-tranches of A$250,000 (for each tranche, an aggregate of 100 Convertible Notes);

• (ii) The face value of the Convertible Notes when issued will be $50,000 each;

• (d) The Company intends to issue the first 4 sub-tranches of the Convertible Notes. The first 4 sub-tranches of the Convertible Notes must be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e) The Shares issued on conversion of the Convertible Notes will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue. The Company will apply to ASX for official quotation of the Shares;

• (f) The deemed issue price of the Conversion Shares to be issued upon the conversion of any Convertible Notes will be 80% of the average closing price per share on any five consecutive Business Days (subject to the adjustment mechanisms detailed in Schedule 2), as selected by the Noteholder, during the forty-five Business Days immediately preceding the Conversion Date ( Conversion Price );

• (g) As there is no floor to the Conversion Price, the maximum number of Conversion Shares to be issued cannot be ascertained at the time of this Notice due to the variable nature of the Conversion Price, as demonstrated in Section 3.4(j) below. However, by way of illustration at the date of this Notice, the Company would issue a maximum of 621,118,012 Shares on conversion of the Convertible Notes at a price of $0.0322 per Conversion Share, with other Conversion Price scenarios set out in the table 3.4(j) below. At all times, the maximum number of Conversion Shares issued must not result in the Noteholder holding an interest exceeding 19.99%.

• (h) As the Conversion Price is based on the market price of the Company’s shares at the time of conversion (subject to the adjustment mechanisms), and the Company’s market capitalisation is approximately $4.62 million, there is a risk that any conversion of the Notes could be highly dilutive to existing security holders. This is particularly the case if an adjustment to the Conversion Price is triggered (see table 3.4 below). However, the following terms of the Subscription Agreement should be taken into account when considering the potential dilutive effect of any conversion:

• (i) where the Conversion Price is less than or equal to 65% of the average of the daily traded volume weighted average price per share for a period of 45 days prior to the relevant closing date for tranche 1, the Company may elect to redeem the Convertible Notes for cash in accordance with the formula set out in Schedule 2. This would reduce the dilutive effect of tranche 1;

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• (ii) the Company is only obliged by the terms of the Subscription Agreement to issue Notes for the first tranche ($5,000,000); and

(iii) an issue of shares on conversion of a Note will not proceed to the extent it would result in the Noteholders (or any other person) holding an interest in excess of 19.99%.

• (i) The issue of Convertible Notes and, subsequently, the Conversion Shares could be highly dilutive to Shareholders. Some scenarios to reflect the dilutive impact are set out in the table below:

• (j) The following worked examples are based on the following assumptions:

• Share capital of company is 115,561,137 as at 5 November 2024.

• Conversion of all Notes occurs.

• The restriction of notes being converted due to the 19.99% threshold being breached does not apply. Note that the Noteholder is not entitled to hold more than 19.99%, which would be applicable to all the worked examples set out below.

• Future issues of securities not incorporated, except for:

• (i) the remaining unexercised, unlisted 13,118,969 options. These options are “in the money”, and therefore, it is assumed that all options will be exercised;

• (ii) Issuance of 1,240,000 securities under the Existing Plan;

• (iii) Issuance of 17,300,000 securities under ‘Osteopore Limited Employee Securities Incentive Plan’ (assume Resolution 3 is approved); and

• (iv) Issuance of 526,754 Shares to Dr Yujing Lim (assume Resolution 5 is approved).

• The worked examples show the percentage to held by the Noteholder on a stand alone basis, based on the assumption that the Noteholder do not hold any existing shares at the date of this Notice. Advance Opportunities Fund holds 180,000 shares on 5 November 2024.

Scenario	Description	Result (on Conversion) (Based on issuance of $1 million Notes (min))	Result (on Conversion) (Based on issuance of $20 million Notes (max))
1	Conversion at share price of $0.039 as at 5 November 2024	Shares to be issued to Noteholders: 25,641,026 Existing number of shares as of 5 November 2024:	Shares to be issued to Noteholders: 512,820,513 Existing number of shares as of 5 November 2024:

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Scenario	Description	Result (on Conversion) (Based on issuance of $1 million Notes (min))	Result (on Conversion) (Based on issuance of $20 million Notes (max))
		115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 173,387,886 Percentage held by the Noteholders: 15%	115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 660,567,373 Percentage held by the Noteholders: 78%
2	Conversion based on a conversion price with a share price based on 80% of the average of the Closing Price over 5 consecutive business days as selected by the Noteholder. • 30 October 2024: $0.041 • 31 October 2024: $0.041 • 1 November 2024: $0.040 • 4 November 2024: $0.040 • 5 November 2024: $0.039 • Average: $0.0402 • 80% of the average closing price: $0.0322	Shares to be issued to Noteholders: 31,055,901 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 178,802,761 Percentage held by the Noteholders 17%	Shares to be issued to Noteholders: 621,118,012 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 768,864,872 Percentage held by the Noteholders 81%
3	Conversion based on twice the share price as at 5 November 2024 • $0.039 x 2 =$0.078	Shares to be issued to Noteholders: 12,820,513	Shares to be issued to Noteholders: 256,410,256

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Scenario	Description	Result (on Conversion) (Based on issuance of $1 million Notes (min))	Result (on Conversion) (Based on issuance of $20 million Notes (max))
		Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 160,567,373 Percentage held by the Noteholders: 8%	Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 404,157,116 Percentage held by the Noteholders: 63%
4	Conversion based on half the share price as at 5 November 2024 $0.039 / 2 = $0.0195 • The company considers $0.0195 as the “worst case scenario” as the lowest historic share price is $0.037 • Even if it is at pre-consolidation share price, without adjusting for the share consolidation effect, the lowest share price is $0.032	Shares to be issued to Noteholders: 51,282,051 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 199,028,911 Percentage held by the Noteholders:	Shares to be issued to Noteholders: 1,025,641,026 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 1,173,387,886 Percentage held by the Noteholders

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Scenario	Description	Result (on Conversion) (Based on issuance of $1 million Notes (min))	Result (on Conversion) (Based on issuance of $20 million Notes (max))
		26%	87%
5	Conversion based on share price at lowest historic share price of $0.037	Shares to be issued to Noteholders: 27,027,027 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 174,773,887 Percentage held by the Noteholders 15%	Shares to be issued to Noteholders: 540,540,541 Existing number of shares as of 5 November 2024: 115,561,137 Unexercised unlisted option as of 5 November 2024: 13,118,969 Other shares to be issued: 19,066,754 Total number of shares: 688,287,401 Percentage held by the Noteholders: 79%
6	Redemption of notes at 115% pursuant to Condition 10.2	$1,000,000 x 115% =$1,150,000	$20,000,000 x 115% =$23,000,000
7	Conversion redemption amount pursuant to Conversion Downside Price: Assume: • D = 30 days • no remaining unpaid interest	20 x ($50,000 + (8% x $50,000 x (30/365))) = $1,006,575	400 x ($50,000 + (8% x $50,000 x (30/365))) = $20,131,507
8	Conversion Downside Price after adjustment: Assume: • OCDP = $0.037 • OS=115,561,137	$0.037 x ((115,561,137 + 25,641,026) / (115,561,137 + 27,027,027)) = $0.0366	$0.037 x ((115,561,137 + 25,641,026) / (115,561,137 + 27,027,027)) = $0.0366

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Scenario	Description	Result (on Conversion) (Based on issuance of $1 million Notes (min))	Result (on Conversion) (Based on issuance of $20 million Notes (max))
	• New shares to be issued = $1,000,000 (at $0.037 per share) • v = 25,641,026 ($1,000,000/ $0.039) • NS = 27,027,027 ($1,000,000/ $0.037)

• (k) The summary of the terms and conditions of the Convertible Notes are set out in Schedule 2;

• (l) The purpose of the issue of the Convertible Notes is to raise funds which are intended to be used to support the business and future developments, projects and investments, as outlined in the Company’s ASX announcement dated 27 September 2024 and outlined in Section 3.1 above;

• (m) The Convertible Notes are not being issued under, or to fund, a reverse takeover; and

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

• 3.5 Directors Recommendation

The Board believes that the proposed issue of Convertible Notes is beneficial for the Company and recommends Shareholders vote in favour of Resolution 1.

Shareholder approval for the issue of the Convertible Notes will allow the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital during the next 12 months (as applicable for the purposes of Listing Rule 7.1 and additional 10% subject to compliance with Listing Rule 7.1A) and provide the Company with the required funding to increase the pace of strategic growth and long term ambitions of its commercialisation path as well as maximizing opportunities in the fast evolving medical tissue regeneration technology sector including potential partnerships and acquisition of complementary technologies and businesses aimed at increasing value.

The Chair will be casting undirected proxies in favour of Resolution 1.

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4. Resolution 2 – Approval of issue of Director Performance Rights

4.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to a total of 11,625,000 Performance Rights to the Directors (and/or their respective nominees) ( Director Performance Rights ) as follows:

Class	Milestone	Expiry Date		Number of Performance Rights	Number of Performance Rights	Number of Performance Rights
			Mark Leong	Teoh Swee Hin	Daniel Ow	Michael Keenan	Yujing Lim
Tranche A	The earlier of the Company’s 15-Day VWAP equalling or exceeding $0.085 or the Company achieving a Market Capitalisation of $10,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche B	The earlier of the Company’s 15-Day VWAP equalling or exceeding $0.12 or the Company achieving a Market Capitalisation of 15,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche C	The earlier of the Company’s 15-Day VWAP equalling or	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000

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Class	Milestone	Expiry Date		Number of Performance Rights	Number of Performance Rights	Number of Performance Rights
			Mark Leong	Teoh Swee Hin	Daniel Ow	Michael Keenan	Yujing Lim
	exceeding $0.16 or the Company achieving a Market Capitalisation of $20,000,000 on a fully diluted basis
Tranche D	The earlier of the Company’s 15-Day VWAP equalling or exceeding $0.20 or the Company achieving a Market Capitalisation of $25,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche E	The earlier of the Company’s 15-Day VWAP equalling or exceeding $0.25 or the Company achieving a Market Capitalisation of $30,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
TOTAL			5,625,000	625,000	625,000	625,000	4,125,000

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For the purposes of determining the Milestone, Market Capitalisation means the total number of shares issued by the Company multiplied by the preceding 15-day VWAP of the relevant market price per share.

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

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

Resolution 2(a), (b), (c), (d) and (e) seeks Shareholder approval pursuant to Listing Rule 10.11 and sections 195(4) and 208 of the Corporations Act for the issue of up to a total of 11,625,000 Director Performance Rights to the Directors (and/or their respective nominees).

Subject to Resolution 2(a), (b), (c), (d) and (e) being approved by Shareholders, all existing Performance Rights of the Directors are cancelled.

4.2 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:

• (a) a related party;

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

• (c) a person who is, or was at any time in the 6 months before the issue, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in (a) through (c) above; or

• (e) a person whose relationship with the company or a person referred to in (a) through (d) above is such that, in ASX’s opinion, the issue should be approved by shareholders,

unless it obtained the approval of its shareholders.

The issue of the Director Performance Rights to each of the Directors falls within Listing Rule 10.11.1, each are a related party of the Company by virtue of being a Director and does not fall within any of the exceptions in Listing Rule 10.12. The issue of Director Performance Rights therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Accordingly, Resolution 2 seeks the required Shareholder approval to issue the Director Performance Rights under and for the purposes of Listing Rule 10.11.

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If Resolution 2(a), (b), (c) , (d) and (e) is passed, the Company will be able to proceed with the issue of the Director Performance Rights. In addition, the issue of the Director Performance Rights will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1, given Resolution 2 is approved for all other purposes, including Listing Rule 7.1.

If Resolution 2(a), (b), (c), (d) and (e) is not passed, the Company will not be able to proceed with the issue of the Director Performance Rights to the Directors (and existing Performance Rights issued or any of the Company’s right to issue Performance Rights remain unaffected) and the Company will proceed with other forms of performance-based remuneration, which may include incentives in the form of cash bonuses.

4.3

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 Performance Rights:

• (a) The Director Performance Rights will be issued to Mr Mark Leong, Professor Teoh Swee Hin, Mr Daniel Ow, Mr Michael Keenan and Dr Yujing Lim (and/or their respective nominees).

• (b) The Directors are related parties of the Company by virtue of each being a Director of the Company and fall into the category stipulated by Listing Rule 10.11.1. In the event the Director Performance Rights are issued to a respective nominee of the Directors, that person will fall into the category stipulated by Listing Rule 10.11.2.

• (c) A maximum of 11,625,000 Director Performance Rights will be issued to the Directors (and/or their respective nominees) in the proportions set out in Section 4.1 above.

• (d) The Directors current total annual remuneration package as at the date of this Notice is set out below:

Director	Salary and fees (inclusive of superannuation)	Securities Based Remuneration	Total
Mark Leong	A$150,000	A$77,377	A$227,377
Teoh Swee Hin	A$40,140	A$7,738	A$47,878
Daniel Ow	A$40,140	A$7,738	A$47,878
Michael Keenan	A$40,140	-	A$40,140
Yujing Lim	S$191,667	-	S$191,667

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

• (f) The Board considers that the Director Performance Rights are an appropriate form of incentive because they reward and incentivise the Directors for their ongoing support to the Company. Additionally, the issue of the Director Performance Rights instead of cash is a prudent means of conserving the Company's available cash reserves.

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• (g) The Director Performance Rights are intended to be issued to the Directors as soon as practicable following the receipt of approval at the Meeting and in any event, will be issued no later than three months after the date of the Meeting if the required approval is received.

• (h) The Director Performance Rights will have an issue price of nil as they will be issued as part of the Directors’ remuneration package.

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

• (j) Details of any Director Performance Rights issued will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.11.

• (k) The Director Performance Rights are not issued pursuant to a specific agreement with the Directors.

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

• 4.4

Chapter 2E of the Corporations Act

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

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

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

A “related party” is widely defined under the Corporations Act and includes the directors of the company under section 228 of the Corporations Act. As such, the Directors are related parties of the Company for the purposes of section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit the issuing of securities or the granting of an option to a related party. The issue of the Director Performance Rights under Resolution 2 therefore constitutes the provision of a financial benefit to a related parties of the Company.

Given the personal interests of all the Directors in the outcome of this Resolution, the Board is seeking Shareholder approval pursuant to Chapter 2E of the Corporations Act in respect of the issue of the Director Performance Rights.

4.5

Information required under Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Director Performance Rights:

• (a) Identity of the related parties to whom Resolution 2(a), (b), (c), (d) and (e) permit financial benefits to be given

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Refer to Section 4.3(a) above.

(b) Nature of the financial benefit

Resolution 2(a), (b), (c), (d) and (e) seek Shareholder approval to allow the Company to issue the Director Performance Rights in the amounts specified in Section 4.1 to the Directors (and/or their respective nominees).

The Shares to be issued upon conversion of the Director Performance Rights will be fully paid ordinary Shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

(c)

Board recommendations

The Board declines to make a recommendation in relation to each of the resolutions which form part of Resolution 2 due to their personal interests in the outcome of the Resolution.

(d) Valuation of financial benefit

The fair value per Performance Right have been independently valued by Stantons Corporate Finance Pty Ltd based on the Monte Carlo methodology as set out below:

	Tranche A Performance Rights	Tranche B Performance Rights	Tranche C Performance Rights	Tranche D Performance Rights	Tranche E Performance Rights
Methodology	Monte Carlo	Monte Carlo	Monte Carlo	Monte Carlo	Monte Carlo
Iterations	100,000	100,000	100,000	100,000	100,000
Assumed grant date	4 November 2024	4 November 2024	4 November 2024	4 November 2024	4 November 2024
Assumed expiry date	4 November 2029	4 November 2029	4 November 2029	4 November 2029	4 November 2029
Share price at grant date ($)	$0.040	$0.040	$0.040	$0.040	$0.040
Exercise price ($)	Nil	Nil	Nil	Nil	Nil
VWAP hurdle ($)	$0.078	$0.116	$0.155	$0.194	$0.233

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	Tranche A Performance Rights	Tranche B Performance Rights	Tranche C Performance Rights	Tranche D Performance Rights	Tranche E Performance Rights
Risk-free rate (%)	4.076	4.076	4.076	4.076	4.076
Volatility (%)	70	70	70	70	70
Fair value per Performance Right ($)	$0.0344	$0.0304	$0.0270	$0.0242	$0.0220

The value of the Performance Rights by recipient is as set out below, with all figures presented in Australian Dollars:

	Mark Leong ($)	Teoh Swee Hin ($)	Daniel Ow ($)	Michael Keenan ($)	Yujing Lim ($)
Tranche A Performance Rights	$38,727	$4,303	$4,303	$4,303	$28,400
Tranche B Performance Rights	$34,194	$3,799	$3,799	$3,799	$25,075
Tranche C Performance Rights	$30,323	$3,369	$3,369	$3,369	$22,237
Tranche D Performance Rights	$27,195	$3,022	$3,022	$3,022	$19,943
Tranche E Performance Rights	$24,716	$2,746	$2,746	$2,746	$18,125
TOTAL	$155,155	$17,239	$17,239	$17,239	$113,780

(e) Remuneration of Professor Teoh and Messrs Leong, Ow, Keenan and Lim

Refer to Section 4.3(d) above.

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(f) Existing relevant interest of Directors

At the date of this Notice, the Directors hold the following relevant interests in Equity Securities of the Company:

Director	Shares	Options	Performance Rights
Mark Leong	137,500	27,500	616,668
Teoh Swee Hin	1,179,089	235,817	61,668
Daniel Ow	Nil	Nil	61,668
Michael Keenan	Nil	Nil	Nil
Yujing Lim	162,584	1,050	Nil

Assuming that Resolution 2(a), (b), (c), (d) and (e) is approved by Shareholders, all of the Director Performance Rights are issued, vested and exercised into Shares, and no other Equity Securities are issued or exercised, the interests of the Directors in the Company would (based on the Share capital as at the date of this Notice) represent:

• (i) in respect of Mr Mark Leong, approximately 4.53% of the Company's issued Share capital;

• (ii) in respect of Professor Teoh Swee Hin, approximately 1.42% of the Company's issued Share capital;

• (iii) in respect of Mr Daniel Ow, approximately 0.49% of the Company’s issued Share capital;

• (iv) in respect of Mr Michael Keenan, approximately 0.49% of the Company’s issued Share capital; and

• (v) in respect of Dr Yujing Lim, approximately 3.37% of the Company’s issued Share capital.

Subject to Resolution 2(a), (b), (c), (d) and (e) being approved by Shareholders, all existing Performance Rights of the Directors are cancelled.

• (g) Dilution

The issue of the Director Performance Rights will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Director Performance Rights vest and are exercised. The potential dilution if all of the Director Performance Rights vest and are exercised into Shares is 9.14%. This figure assumes the current

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Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on exercise of the Director Performance Rights.

The exercise of all of the Director Performance Rights will result in a total dilution of all other Shareholders' holdings of 8.07% on a fully diluted basis (assuming that all Options are exercised). The actual dilution will depend on the extent that additional Shares are issued by the Company.

(h) Trading history

The highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:

Highest : $0.400 per Share on 26 April 2024 Lowest : $0.037 per Share on 18 October 2024 and 23 October 2024

The latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.039 per Share on 5 November 2024.

(i) Corporate governance

Mr Mark Leong and Dr Yujing Lim are executive directors of the Company and therefore the Board (other than Mr Leong and Dr Lim) believe that the grant of those Director Performance Rights to Mr Leong and Dr Lim with performance-based milestones is in line with Recommendation 8.2 of the 4[th] Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

(j) Taxation consequences

There are no taxation consequences for the Company arising from the issue of the Director Performance Rights (including fringe benefits tax).

(k) Other information

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 2(a), (b), (c), (d) and (e).

4.6 Additional information

Each of the resolutions which forms part of Resolution 2 is an ordinary resolution.

The Board declines to make a recommendation in relation to each of the resolutions which form part of Resolution 2 due to their personal interests in the outcome of the Resolution.

5. Resolution 3 – Approval of New Plan

5.1

General

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes ( ESS ). Division 1A were introduced into Part 7.12 of the Corporations Act, providing a separate regime for the making

Page 24

of offers in connection with an ESS ( New Regime ). This regime replaced the current relief afforded by ASIC Class Order 14/1000 ( Class Order ), which commenced on 30 October 2014. At its general meeting held on 31 March 2023, the Shareholders approved the ‘Osteopore Limited Employee Securities Incentive Plan’ which aligned with the New Regime ( Existing Plan ). Resolution 3 seeks Shareholder approval to amend the terms of the Existing Plan ( New Plan ) in accordance with Listing Rule 7.2 on the basis that the amendments proposed constitute a material change to the terms of the Existing Plan resulting in the Listing Rule 7.2, exception 13(b) ceasing to be available to the Company and as such, shareholder approval to the amendments proposed in the New Plan is required.

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the New Plan. A summary of the key changes to the terms and conditions of the Existing Plan proposed to be adopted pursuant to the New Plan is set out in Schedule 4. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the New Plan can also be sent to Shareholders upon request to the Company Secretary at investor_relations@osteopore.com. Shareholders are invited to contact the Company if they have any queries or concerns.

5.2

Listing Rules 7.1 and 7.2, exception 13(b)

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the New Plan from those set out in this Notice in Schedule 4.

If Resolution 3 is passed, the Company will be able to issue up to a maximum of 17,300,000 Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

If Resolution 3 is not passed, any issue of Equity Securities pursuant to the New Plan will be made either with Shareholder approval or, in default of Shareholder approval, pursuant to the Company’s placement capacity under either or both Listing Rules 7.1 and 7.1A.

5.3

Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the New Plan:

• (a) A summary of the material terms of the New Plan is in Schedule 4.

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• (b) The Company adopted its existing employee securities incentive plan called the ‘Osteopore Limited Employee Securities Incentive Plan’ under Listing Rule 7.2, exception 13(b) on 31 March 2023 ( Existing Plan ). Since that date, the Company has issued 1,240,000 Equity Securities under the Existing Plan as at the date of this Notice.

• (c) The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 3 is 17,300,000 (subject to adjustment in the event of a reorganisation of capital and further subject to applicable laws and the Listing Rules). This number comprises approximately 15% of the Company's Equity Securities currently on issue. The maximum number of Equity Securities is not intended to be a prediction of the actual number to be issued under the New Plan but is specified for the purpose of setting a ceiling in accordance with Listing Rule 7.2 exception 13(b). It is not envisaged that the maximum number of Equity Securities for which approval is obtained will be issued immediately.

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

5.4

Additional information

Resolution 3 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 3 due to the Directors’ potential personal interests in the outcome of the Resolution.

6. Resolution 4 – Approval of strategic investment with Dr Zeng and Dr Kennedy

6.1 General

Dr Xianmin Zeng is a leading expert in stem cell biology specialising in human embryonic stem cells and induced pluripotent stem cells (iPSC). Her research focuses on neural development using iPSC to model neurodegenerative diseases and bridges basic science and translational applications, making her a key figure in regenerative medicine and stem cell therapy.

Dr Zeng is the founder of USA-based RxCell Inc. a leading iPSC company dedicated to advancing therapies that combat age-related degenerative diseases, including age-related macular degeneration (AMD). She achieved recognition from the California Institute for Regenerative Medicine (CIRM) for her research into stem cells during her tenure as Professor at the Buck Institute for Research on Aging.

Dr Brian Kennedy is a renowned expert in aging biology and is widely recognised for his work in translating aging research into strategies for improving longevity and preventing age-related diseases. His research focuses on the molecular mechanisms of aging and interventions that can extend healthspan, such as pharmaceuticals and lifestyle changes.

Dr Kennedy directs the Healthy Longevity Translational Research Programme at the National University of Singapore, where he is a distinguished Professor. He previously served as the President and CEO of the Buck Institute for Research on Aging, which is one of the world’s leading aging research institutes.

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As co-Founders of Regen SPV, Dr Zeng and Dr Kennedy will focus on integrating biotech and medtech to drive breakthroughs in tissue regeneration, disease cures, and the promotion of geroscience and longevity. Their work will continue to advance the broader understanding of aging and the application of regenerative medicine and cellular therapies to extend healthspan and combat age-related conditions.

As announced to the market 4 November 2024, the Company entered into an Investment Agreement with the following materials terms:

• (a) Dr Xianmin Zeng and Dr Brian Kennedy will establish a new entity in Singapore ( Regen SPV ).

• (b) Each party (being Dr Xianmin Zeng, Dr Brian Kennedy and the Company) are expected to invest in cash or in kind between USD 5 to 7 million each.

• (c) Any investment by the Company will be in tranches.

• (d) The proposed investment (if any) by the Company (including the level or amount of and timing of the investment by the Company) is subject to the Company being satisfied with its due diligence process, funding and obtaining necessary regulatory and shareholder approvals.

• (e) The Company reserves its right to invest directly or through its subsidiaries.

• (f) The Company may require all parties to enter into further formal transaction documents which will set out additional provisions that are customarily found in documents dealing with transaction of this nature, or which are considered necessary or desirable to give effect to the transactions contemplated by the Investment Agreement.

Approval is sought from the Shareholders to ratify and approve the entry to the Investment Agreement on the terms set out under Resolution 4.

6.2 Additional information

Resolution 4 is an ordinary resolution.

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

7. Resolution 5 - Grant of Shares to Dr Yujing Lim

7.1 General

The Company is proposing to grant 526,754 Shares to the Executive Director and Chief Executive Officer, Dr Yujing Lim, under the New Plan on the terms and conditions outlined below.

The Company is in an important stage of development with significant opportunities and challenges in the near and long term, and the proposed issue of Shares to Dr Yujing Lim under the New Plan seeks to align his efforts in seeking to achieve growth of the Company’s

Page 27

projects and in the creation of Shareholder value. The Board believes the issue of the Shares to Dr Yujing Lim will align the interests with those of the Company and its Shareholders.

In addition, the Board also believes that incentivising with Shares is a prudent means of conserving the Company’s available cash reserves and that it is important to offer the Shares to continue to attract and maintain highly experiences and qualified Board members in a competitive market.

7.2 Overview of the New Plan

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide on the terms set out in the rules of the New Plan. A summary of the key terms and conditions is in Schedule 4.

7.3 Why is Shareholder approval being sought?

ASX Listing Rule 10.14 requires Shareholder approval in order for a Director to be issued Equity Securities in the Company under an employee incentive scheme. As Dr Yujing Lim is an Executive Director, approval is sought under ASX Listing Rule 10.14.1.

In order to provide the Board with the flexibility to make the grant to Dr Yujing Lim using either Shares acquired on-market or newly issued Shares, as considered appropriate at the time of grant, approval is being sought for the proposed grant of Shares to Dr Yujing Lim.

Shareholders are therefore being asked to approve the grant of Shares, up to a maximum of 526,754 Shares, to Dr Yujing Lim under the New Plan, on the terms and conditions set out below.

If approval for the of Shares is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise Dr Yujing Lim.

Approval of this resolution will not be required under ASX Listing Rule 7.1, in accordance with exception 14 of ASX Listing Rule 7.2.

7.4

ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing rule 10.15, the following information is provided in relation to the proposed issue of the Shares to Dr Yujing Lim:

• (a) Nature of relationship between person to receive securities and the Company

The Shares will be issued to Dr Yujing Lim (or his nominee) who falls within the category set out in Listing Rule 10.14.1, as he is a related party of the Company by virtue of being a Director.

• (b) Number of securities proposed to be issued under the scheme for which approval is being sought

The number of Shares to be issued is 526,754 Shares.

• (c) Director’s current total remuneration package

Dr Yujing Lim’s current total annual remuneration package as at the date of this Notice is set out below:

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Director	Salary and fees (inclusive of superannuation)	Securities Based Remuneration	Total
Yujing Lim	S$191,667	N/A	S$191,667

• (d) Previous issues to Dr Yujing Lim under the New Plan

As this is the first time that Shareholder approval is being sought for the adoption of the New Plan under Resolution 3, no Shares have previously been issued under the New Plan.

• (e) Issue Date

The Company will issue the Shares under this resolution as soon as possible after the date of the Meeting and in any event within 3 years after the date of this Meeting.

• (f) Issue Price

The Shares will be issued for nil issue price.

• (g) Summary of the material terms of the New Plan

A summary of the material terms of the New Plan is provided for in Schedule 4.

• (h) Loan

No loans have or will be made by the Company in connection with the proposed issue of the Shares.

Details of any Shares issued under the New Plan will be published in the Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any additional persons for whom approval is required under ASX Listing Rule 10.14 to participate in the New Plan after this resolution was approved and who were not named in the Notice, will not participate until approval is obtained in accordance with ASX Listing Rule 10.14.

7.5 Additional information

Resolution 5 is an ordinary resolution.

The Directors (other than Dr Yujing Lim who abstains from making a recommendation because of his interest in the resolution) unanimously recommend that Shareholders vote in favour of Resolution 5.

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Schedule 1 Definitions

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

$ or A$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Class Order	has the meaning given in Section 5.1.
Closely Related Party	means:
	(a) a spouse or child of the member; or
	(b) has the meaning given in section 9 of the Corporations Act.
Company	means Osteopore Limited (ACN 630 538 957).
Conversion Date	means the date on which the conversion notice is received and deemed
	to be received the Company in accordance with the Subscription
	Agreement.
Conversion Price	has the meaning given in Section 3.4.
Conversion Shares	has the meaning given in Section 3.4.
Convertible Note	has the meaning given in section 3.1.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Performance	means the 11,625,000 Performance Rights to be issued to the Directors
Rights	(and/or their respective nominees), the subject of Resolution 2.
Equity Security or Equity	has the same meaning as in the Listing Rules.
Securities
ESS	has the meaning given in Section 5.1.
Existing Plan	has the meaning given in Section 5.1.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum

Page 30

Investment Agreement	means the investment agreement entered into by the Company, Dr
	Xianmin Zeng and Dr Brian Kennedy dated 4 November 2024.
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.
Listing Rules	means the listing rules of ASX.
Market Capitalisation	means the total number of shares issued by the Company multiplied by
	the preceding 15-day VWAP of the relevant market price per share.
Meeting	has the meaning given in the introductory paragraph of the Notice.
New Plan	has the meaning given in Section 5.1.
New Regime	has the meaning given in Section 5.1.
Note	has the meaning given in Section 3.1.
Noteholders	has the meaning given in Schedule 2.
Notice	means this notice of general meeting.
Options	means an option to acquire a Share.
Osteopore Limited	the Company’s existing employee securities incentive plan adopted by
Employee Securities	its Shareholders on 31 March 2023.
Incentive Plan
Performance Right	means a right to acquire a Share subject to the satisfaction of a
	performance based milestone.
Proxy Form	means the proxy form attached to the Notice.
Recommendations	has the meaning given in Section 4.4.
Regen SPV	has the meaning given in Section 6.1.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.

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Shareholder	means the holder of a Share.
Subscription Agreement	has the meaning given in Section 3.1.
VWAP	means volume weighted average price.

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Schedule 2 Terms and conditions of the Convertible Notes

The terms and conditions of the Convertible Notes are as follows:

Term	Details
Parties	Osteopore Limited (Company) Advance Opportunities Fund and Advance Opportunities Fund I (Noteholders orSubscribers)
Overview	The Company agrees to issue a series of redeemable convertible notes convertible into ordinary fully paid Shares in the capital of the Company (Conversion Shares) at the Conversion Price (Notes) on the terms and conditions of the Subscription Agreement.
Number of Notes	4 equal tranches of a nominal value of A$5,000,000 for each tranche (referred to as “T1”, “T2”, “T3” and “T4”). Each tranche shall comprise of 20 equal sub-tranches of A$250,000 each (each “ST01” to “ST20”). The face value of the Notes when issued is $50,000 each.
Issue Dates	T1:5 business days immediately after the last of the conditions precedent are fulfilled (Closing Datefor ST01 to ST04); (ii) thereafter, in respect of each of ST05 to ST20 of T1, on or before the 5th business day after the Shares were issued in respect of the immediately preceding sub-tranche. T2: For ST01 to ST04 of T2 on or before the 10th business day following the Shares issuance date of ST20 of T1 by delivering a drawdown notice to the Subscribers, who shall subscribe: 1. for ST01 to ST04 of T2 on or before the 5th business day following the date of such drawdown notice; and 2. in respect of each of ST05 to ST20 of T2, on or before the 5th business day after the Shares issuance date in respect of the immediately preceding sub-tranche. T3: For ST01 to ST04 of T3 on or before the 1 month following the Shares issuance date of ST20 of T2 by delivering a drawdown notice to the Subscribers, who shall subscribe: 3. for ST01 to ST04 of T3 on or before the 5th business day following the date of such drawdown notice; and 4. in respect of each of ST05 to ST20 of T3, on or before the 5th business day after the Shares issuance date in respect of the immediately preceding sub-tranche. T4: For ST01 to ST04 of T4 on or before 1 month following the Shares issuance date of ST20 of T3 by delivering a drawdown notice to the Subscribers, who shall subscribe: 5. for ST01 to ST04 of T3 on or before the 5th business day following the date of such drawdown notice; and

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	6. in respect of each of ST05 to ST20 of T3, on or before the 5th business day after the Shares issuance date in respect of the immediately preceding sub-tranche.
Interest	The amount equivalent to 100% of the nominal value of the Notes at the rate of 4.0% per annum.
Interest Payment	Payable in cash quarterly in arrears on 31 March, 30 June, 30 September, and 31 December in each year.
Maturity Date	36 months from the Closing Date of T1.
Conversion	A Noteholder may at any time up to the date 7 calendar days prior to the Maturity Date exercise its right to convert all outstanding Notes into the Conversion Shares (Conversion Right) by giving the notice of conversion (Conversion Notice) The Notes which are not redeemed or purchased, converted or cancelled by the Company on or before the Maturity Date shall be converted by the Company on the date falling thirty-six (36) months from the Closing Date of the Notes (the "Maturity Date"). The Company shall at least one (1) month prior to the Maturity Date, dispatch to all Noteholders, a notice of the Maturity Date. If an issue of Shares would result in the voting power in the Company of the Noteholder or any other person exceeding 19.99%, the Noteholder must make reasonable efforts for the issue to not have that result, and the Company must not issue the relevant Shares. To the extent that the Notes cannot be converted in to Shares (as it would breach the Corporations Act, Foreign Acquisitions and Takeovers Act 1975 or the Listing Rules) or there could be a breach of the minimum free float requirement if the Shares are issued, the Company must on notice by the Noteholder redeem the Notes at 108% together with accrued interest.
Conversion Price	The Conversion Price shall be 80% of the average of the closing price per Share on any five consecutive Business Days as selected by the Noteholder during the 45 business days immediately preceding the relevant Conversion Date on which Shares were traded on the ASX.
Redemption and Purchase	The Company may purchase the outstanding Notes at 115% of its principal amount (Non-default Redemption Amount), or such other amount as may be agreed, provided that all outstanding costs, fees and Interest payable under the Subscription Agreement and the Terms and Conditions are paid and settled by the Company. Conversion Downside If, on presentation of any Notes for conversion, the Conversion Price is less than or equal to 65% of the average of the daily traded VWAP per Share for a period of 45 consecutive business days prior to the relevant closing date in respect of ST01 to ST08 of T1 (Conversion Downside Price), the Company may redeem such Notes in cash at an amount calculated in accordance with the below formula by giving notice of the same to the relevant Noteholder: 𝑅= 𝑁× {𝑃+ [8% × 𝑃× (𝐷/365)] + 𝐼}

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==> picture [349 x 141] intentionally omitted <==

The Conversion Downside Price will be subject to adjustments in the following circumstances:

1. if the Company makes a stock split, consolidates outstanding shares, or re-classifies any of the shares into other securities, then the Noteholders are entitled to receive the number of Shares and/or Securities which it would have held or have been entitled to receive had the notes been converted immediately prior to the event.

2. if the Company grant, issue or offer to the holders of Shares or warrants to subscribe for the purchase of shares at a consideration per Share which is fixed on, prior to, or after the record date and is less than 95% of the current market price, then the adjustment will be pursuant to the following formula:[+ 𝑣𝑣] 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑂] 𝑂 + 𝑁𝑁𝑂𝑂 where: "NCDP" = the Conversion Downside Price after such adjustment. "OCDP" = the Conversion Downside Price before such adjustment. "OS" = the number of Shares outstanding at the close of business in Australia on such record date or on the date the Company fixes the said consideration. "NS" = the number of Shares to be issued on exercise of such rights or warrants at the initial subscription or purchase price. "v" = the number of Shares which the aggregate consideration receivable by the Company would purchase at such current market price per Share.

Issue of Shares

1. If the company grant, issue or offer to the holders of Shares or warrants to subscribe for the purchase of Shares, securities convertible into or exchangeable for Shares, at a consideration per share, which is fixed on, prior to, or after the record date and is less than 95% of the current market price of the Shares, then the adjustment will be in accordance with the below formula:

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[+ 𝑣𝑣] 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑂] 𝑂 + 𝑁𝑁𝑂𝑂

where:

"NCDP" and "OCDP" have the above meaning.

"OS" = the number of Shares outstanding at the close of business in Australia on such record date or on the date the Company fixes the said consideration.

"NS" = the number of Shares to be issued upon conversion or exchange of such convertible or exchangeable securities at the initial subscription or purchase, and conversion or exchange, price or rate following exercise of such rights or warrants.

"v" = the number of Shares which the aggregate consideration receivable by the Company would purchase at such current market price per Share.

Evidence of Indebtedness

1. If the Company distribute to shareholders evidence of its indebtedness, ordinary shares of the Company, assets, or rights or warrants, then the adjustment will be in accordance with the following formula:

𝑣𝑣 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑁𝑁𝐶𝐶𝑃𝑃−𝑓] 𝑁𝑁𝐶𝐶𝑃𝑃

where:

• "NCDP" and "OCDP" have the above meanings.

"CMP" = the current market price per Share on the record date for the determination of Shareholders entitled to receive such distribution.

"fmv" = the fair market value of the portion of the evidences of indebtedness, shares, assets, rights or warrants so distributed applicable to one Share.

Issue Convertible Securities

1. If the Company issue any securities convertible into or exchangeable for Shares or where the securities are issued to the vendors of assets being acquired by the Company and the consideration is less than 95% of the current market price of the Shares, then the adjustment will be in accordance with the following formula:

[+ 𝑣𝑣] 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑂] 𝑂 + 𝑁𝑁𝑂𝑂

where:

• "NCDP" and "OCDP" have the above meaning.

"OS" = the number of Shares outstanding at the close of business in

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Australia on the date of such issue.

"NS" = the number of Shares to be issued upon conversion or exchange of such convertible or exchangeable securities at the initial conversion or exchange price or rate.

"v" = the number of Shares which the aggregate consideration receivable by the Company would purchase at such current market price per Share.

Reduced Consideration of Share Issue

1. If the Company, issues any share and the consideration per Share receivable by the Company shall be less than 95% of the current market price per Share, then the Conversion Downside Price will be adjusted in accordance with the following formula:

[+ 𝑣𝑣] 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑂] 𝑂 + 𝑁𝑁𝑂𝑂

where:

"NCDP" and "OCDP" have the above meanings.

"OS" = the number of Shares outstanding at the close of business in Australia on the day immediately prior to the date of issue of such additional Shares.

"NS" = the number of additional Shares being issued.

"v" = the number of Shares which the aggregate consideration receivable by the Company would purchase at such current market price per Share.

Issue Rights/ Warrants

1. If the Company issues any rights or warrants to subscribe for or purchase the Shares or securities convertible into or exchangeable for the shares and the consideration per Share is less than 95% of the current market price, then the adjustment will be in accordance with the following formula:

[+ 𝑣𝑣] 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃×[𝑂] 𝑂 + 𝑁𝑁𝑂𝑂

where:

"NCDP" and "OCDP" have the above meanings.

"OS" = the number of Shares outstanding at the close of business in Australia on the date of such issue.

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"NS" = the number of Shares to be issued on exercise of such rights or warrants at the initial subscription or purchase price, or upon conversion or exchange of such convertible or exchangeable securities at the initial conversion or exchange price or rate following exercise of such rights or warrants.

"v" = the number of Shares which the aggregate consideration receivable by the Company would purchase at such current market price per Share on the date in Australia on which the Company fixes such consideration.

Issue Requiring Adjustment

1. If the Company issues securities of a type above and otherwise require an adjustment to the Conversion Downside Price, then any adjustment will not be made in one calculation in accordance with the following formula:

𝑂 + 𝑣𝑣1 + 𝑣𝑣2 + 𝑣𝑣3 𝑁 𝐷𝐷𝑃𝑃= 𝑂𝑂𝑁𝑁𝐷𝐷𝑃𝑃× 𝑂 + 𝑁𝑁𝑂𝑂1 + 𝑁𝑁𝑂𝑂2 + 𝑁𝑁𝑂𝑂3

where:

"NCDP" and "OCDP" have the above meanings. "OS" = the number of Shares outstanding at the close of business in Australia on the relevant date. "NS1" = the number of Shares to be issued upon conversion or exchange of any convertible or exchangeable securities at the initial conversion or exchange price or rate. "NS2" = the number of any additional Shares being issued.

"NS3" = the number of Shares to be issued on exercise of any rights or warrants at the initial subscription or purchase price, or upon conversion or exchange of any convertible or exchangeable securities at the initial conversion or exchange price or rate following exercise of such rights or warrants. "v1" = the number of Shares which the aggregate consideration receivable by the Company for such convertible or exchangeable securities would purchase at the current market price per Share on the date in Australia on which the Company fixes the said consideration. "v2" = the number of Shares which the aggregate consideration receivable by the Company for the issue of such additional Shares would purchase at the current market price per Share on the date in Australia on which the Company fixes the said consideration.

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"v3" = the number of Shares which the aggregate consideration receivable by the Company for the issue of the total number of Shares to be issued on exercise of such rights or warrants and (if applicable) upon conversion or exchange of such convertible or exchangeable securities would purchase at the current market price per Share on the date in Australia on which the Company fixes the said consideration. Other 9. If the Company, after entry into the Subscription Agreement makes a Capital Distribution which does not fall within the above, the Conversion Downside Price will be adjusted in accordance with the below formula: 𝑋−𝑌 𝑋 where: "X" is the current market price per Share on the last Business Day preceding the date on which the Capital Distribution is publicly announced; and "Y" is the fair market value on the date of such announcement, as determined in good faith by an independent investment bank or investment adviser licensed by the ASIC selected by the Company, and acting as an expert, of the portion of the Capital Distribution attributable to one Share.

Events of Default

The Events of Default include: 1. if the Company fails to obtain any approvals, consents and/or waivers required to be obtained by the Company under the Subscription Agreement when it is required to be obtained or if they were obtained but subsequently amended, withdrawn, revoked, rescinded or cancelled. 2. if any of the approvals required to be obtained by the Company under the Subscription Agreement were obtained subject to any conditions which were required to be fulfilled, such conditions were not fulfilled when it is required to be fulfilled; 3. there is a default in any payment by the Company and such default is not remedied by the Company within 7 business days from the due date of such payment; 4. the Company defaults in the performance or observance of any covenant, condition, provision or obligation contained in the Notes and on its part to be performed or observed and such default continues for 7 business days following the service of notice by the Noteholder; 5. any other notes, debentures, bonds or other instruments of indebtedness or any other loan indebtedness having an aggregate outstanding amount of over A$3,000,000 (Indebtedness) of the Company or Subsidiaries

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become prematurely repayable following a default in respect of the terms which have been remedied, or steps are taken to enforce any security, or the Company or any of the Subsidiaries defaults in the repayment of any such Indebtedness at the maturity or at the expiration of any applicable grace period or any guarantee of or indemnity in respect of any Indebtedness of others having an aggregate outstanding amount of over A$3,000,000 given by the Company or any of the Subsidiaries shall not be honoured when due and called upon;

1. an event of insolvency occurs in relation to the Company;

2. an event of insolvency occurs in relation to the Company’s subsidiary (otherwise than for the purposes of a consolidation, amalgamation, merger, reconstruction, reorganisation or voluntary winding up or dissolution);

3. an encumbrancer takes possession or a receiver is appointed of the whole or a material part of the assets or undertaking of the Company’s Group;

4. the Company or any subsidiary shall initiate or consent to proceedings seeking with respect to itself adjudication of bankruptcy or insolvency, or a decree of commencement of composition or reorganisation or other similar procedures, or the appointment of an administrator or other similar official under any applicable bankruptcy, reorganisation or insolvency law or make a general assignment for the benefit of, or enter into any composition with, its creditors, and such action has a material adverse effect on the Group;

5. the Company or any subsidiary without any lawful cause stops payment or is unable to pay its debts as and when they fall due or (otherwise than for the purposes the corporate restructuring) ceases, or threatens to cease, to carry on its business, and such action has a material adverse effect on the Company’s group;

6. if insolvency proceedings have been initiated against the Company or any subsidiary and such proceedings have not been discharged or stayed within a period of 14 business days;

7. there has been an imposition of a new legal or regulatory restriction, or any change in the interpretation of existing legal or regulatory restrictions, that affects the Company’s performance of its obligations in regards to the, offering, sale or delivery of the Notes or the Conversion Shares;

8. the delisting of the shares on the ASX or a suspension of trading of such shares on the ASX for a period of 5 consecutive business days or more save for suspension caused by administrative or technical error not due to the Company or trading halts made at the request of the Company for corporate announcements or notice(s) of meeting pending clearance by ASX or other regulatory or governmental bodies;

9. the average daily trading volume of the Shares of the Company, during any consecutive thirty (30) trading day period, shall not be less than A$10,000.00 in value;

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15. if the Company fails to deliver the Conversion Shares on any Shares issuance date in the prescribed manner; 16. the ratio of borrowings to Net Worth of the Company exceeds 6 times; 17. the consolidated net asset value of the Company is less than A$300,000.00; 18. for so long as there are any Notes outstanding the Company engages in any transaction with any hedge fund operating or originating from any part of the world; or 19. any credit facilities granted to the Company or any of its Subsidiaries by banks and/or financial institutions are withdrawn, terminated or suspended for any reason whatsoever, and such action has a material adverse effect on the Company’s group.

Payment

Payments in relation to the principal, interest or other monies payable by the Company or its Subsidiaries to the Noteholder will be made to the Registered Noteholder by bank transfer. All payments made will be a good and absolute discharge of the Company’s obligations under the Notes.

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Schedule 3 Terms and conditions of Director Performance Rights

The terms and conditions of the Performance Rights are as follows:

1. Exercise Price, Expiry Date and Vesting Conditions

• (a) The amount payable upon exercise of each Performance Right will be nil ( Exercise Price ).

• (b) Each Performance Right will expire at 5.00pm (AWST) on the applicable date specified in the table in paragraph 1(c) ( Expiry Date ).

• (c) The vesting of each Performance Right will occur in accordance with paragraph 2, subject to the satisfaction of the applicable milestone condition ( Milestone ) occurring before the relevant Expiry Date, as specified below.

Class	Milestone	Expiry Date		Number of	Performance Rights	Performance Rights
			Mark Leong	Teoh Swee Hin	Daniel Ow	Michael Keenan	Yujing Lim
Tranche A	The earlier of the Company’s 15- Day VWAP equalling or exceeding $0.085 or the Company achieving a Market Capitalisation of $10,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche B	The earlier of the Company’s 15- Day VWAP equalling or exceeding $0.120 or the Company achieving a Market Capitalisation of $15,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche C	The earlier of the Company’s 15- Day VWAP equalling or exceeding $0.160 or the Company achieving a	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000

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Class	Milestone	Expiry Date		Number of	Performance Rights	Performance Rights
			Mark Leong	Teoh Swee Hin	Daniel Ow	Michael Keenan	Yujing Lim
	Market Capitalisation of $20,000,000 on a fully diluted basis
Tranche D	The earlier of the Company’s 15- Day VWAP equalling or exceeding $0.200 or the Company achieving a Market Capitalisation of $25,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
Tranche E	The earlier of the Company’s 15- Day VWAP equalling or exceeding $0.250 or the Company achieving a Market Capitalisation of $30,000,000 on a fully diluted basis	5 years from the date of issue	1,125,000	125,000	125,000	125,000	825,000
TOTAL			5,625,000	625,000	625,000	625,000	4,125,000

2. Vesting

The Performance Rights vest in equal tranches subject to the satisfaction of the Milestone and the Performance Right holder remaining an employee or Director of the Company at the relevant vesting date (unless the Board resolves otherwise).

The Company will notify the holder in writing within 14 days of becoming aware that a Performance Right has vested.

3. Conversion

Upon vesting, each Performance Right will, at the holder's election, convert into one Share free of encumbrances. The holder must apply to exercise Performance Rights upon or after

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vesting but prior to the Expiry Date by filling out a notice of exercise form ( Notice of Exercise ).

4.

Expiry Date

The Performance Rights will automatically expire on the Expiry Date.

For the avoidance of doubt any vested but unexercised Performance Rights will automatically expire on the Expiry Date.

5. Transfer

The Performance Rights are not transferable.

6. Participation in entitlements and bonus issues

Subject always to the rights under paragraphs 7 and 8, holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

7.

Adjustment for bonus issue

If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends by way of dividend reinvestment), the number of Performance Rights to which holders of Performance Rights are entitled will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the Listing Rules at the time of the bonus issue.

8.

Reorganisation of capital

In the event that the issued capital of the Company is reconstructed, all the holder's rights as a holder of Performance Rights will be changed to the extent necessary to comply with the Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the Listing Rules and Corporations Act, following such reorganisation the holder's economic and other rights are not diminished or terminated.

9. Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote or receive dividends.

10. Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

11. Rights on winding up

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

12. Accelerated vesting

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Upon:

• (a) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (i) having received acceptances for not less than 50.1% of the Company's shares on issue; and

• (ii) having been declared unconditional by the bidder; or

• (b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) a merger, consolidation or other similar transaction or series of transactions that involves the sale, acquisition or transfer of all of, or a controlling interest in, the share capital of the Company in a single transaction or a series of related transactions;

then:

• (d) any unvested Performance Rights will automatically vest regardless of whether any Milestones have been satisfied.

If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Performance Rights have vested. Unless and until the vesting notice is issued by the Company, the Performance Rights will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Performance Right is not satisfied and/or otherwise waived by the Board, that Performance Rights will lapse.

13. Issue of Shares

The Shares to which the holder is entitled on exercise of the Performance Right will be issued, free of encumbrances, to the holder within 10 Business days of the date of the exercise of notice in respect of the relevant Performance Right. All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares. For the avoidance of doubt, the holder will, from and including the issue date of any Shares, be the legal owner of the Shares and will be entitled to dividends and to exercise voting rights attached to the Shares. The Company will bear all costs and expenses associated with the issue of Shares in accordance pursuant to these terms and conditions.

14. Quotation

The Performance Rights will not be quoted.

15. Quotation of Shares on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Performance Rights in accordance with the Listing Rules.

16. Timing of issue of Shares

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As soon as practicable after the issue of a Notice of Exercise by the holder, the Company will:

• (a) issue, allocate or cause to be transferred to the holder (and/or its nominees) the number of Shares to which the holder (and/or its nominees) is entitled;

• (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder (and/or its nominees);

• (c) if required and subject to paragraph 17, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

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

17. Restrictions on transfer of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on conversion of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

18. Variation to terms and conditions

The Directors may change the terms of the Performance Rights within reason where a variation is required to comply with the Corporations Act or the Listing Rules.

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Schedule 4 Summary of material amendments proposed to the Existing Plan

The following is a summary of the material amendments to the terms and conditions proposed to the Existing Plan ( New Plan ): ( Eligible Participant ): Eligible Participant means a person that has been determined by the Board to be eligible to participate in the New Plan from time to time and is an “ESS participant” (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an associated entity of the Company. This relevantly includes, amongst others:

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

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

• (iii) a prospective person to whom paragraphs (i) or (ii) apply;

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

• (v) certain related persons on behalf of the participants described in paragraphs (i) to (iv) (inclusive).

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

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

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

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

The maximum number of Equity Securities proposed to be issued under the Plan for the purposes of Listing Rule 7.2, Exception 13 will be as approved by Shareholders from time to time ( ASX Limit ). This means that, subject to the following paragraph, the Company may issue up to the ASX Limit under the Plan without seeking Shareholder approval and without reducing its placement capacity under Listing Rule 7.1.

The Company will require prior Shareholder approval for the acquisition of Equity Securities under the Plan to Directors, their associates and any other person whose relationship with the Company or a Director or a Director’s associate is such that, in ASX’s opinion, the acquisition should be approved by Shareholders. The issue of Securities with Shareholder approval will not count towards the ASX Limit.

• (m) ( Purpose ): The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity

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to Eligible Participants to receive an equity interest in the Company in the form of Securities.

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

• (o) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

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

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

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

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

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

• (r) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. Triggers for accelerated vesting will include the occurrence of:

• (a) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  • (i) having received acceptances for not less than 50.1% of the Company's shares on issue; and

  • (ii) having been declared unconditional by the bidder; or

• (b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies; or

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• (c) a merger, consolidation or other similar transaction or series of transactions that involves the sale, acquisition or transfer of all of, or a controlling interest in, the share capital of the Company in a single transaction or a series of related transactions; or

• (d) then:

• (e) any unvested Convertible Securities will automatically vest regardless of whether any vesting conditions have been satisfied.

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

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

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

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

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

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

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

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

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any

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applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

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

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

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

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

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

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

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

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

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

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

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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

Osteopore Limited | ABN 65 630 538 957

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Your proxy voting instruction must be received by 11.00am (AWST) on Saturday, 21 December 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://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Osteopore Limited, to be held at 11.00am (AWST) on Monday, 23 December 2024 at Level 5, 191 St Georges Terrace, Perth WA 6000 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.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 2a, 2b, 2c, 2d, 2e, 3 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 2a, 2b, 2c, 2d, 2e, 3 and 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1	Approval to issue redeemable convertible notes
2a	Approval of issue of up to 5,625,000 Director Performance Rights to Mr Mark Leong (and/or his nominees)
2b	Approval of issue of up to 625,000 Director Performance Rights to Professor Teoh Swee Hin (and/or his
	nominees)
2c	Approval of issue of up to 625,000 Director Performance Rights to Mr Daniel Ow (and/or his nominees)
2d	Approval of issue of up to 625,000 Director Performance Rights to Mr Michael Keenan (and/or his nominees)
2e	Approval of issue of up to 4,125,000 Director Performance Rights to Dr Yujing Lim (and/or his nominees)
3	Approval of New Plan
4	Approval of strategic investment with Dr Zeng and Dr Kennedy
5	Grant of Shares to Dr Yujing Lim
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	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual					or Securityholder 1																	Securityholder 2														Securityholder 3
	Sole Director and Sole Company Secretary																								Director										Director / Company Secretary
Contact Name:
Email		Address:
Contact Daytime Telephone																														Date (DD/MM/YY)
																																			/						/
By providing			your		email address, you elect to												receive all					communications despatched by the Company electronically (where legally permissible).