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RECCE PHARMACEUTICALS LTD AGM Information 2022

Oct 13, 2022

65669_rns_2022-10-13_d84ec746-d1ad-4536-a63a-de4a70581dc7.pdf

AGM Information

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ASX Announcement

Notice of 2022 Annual General Meeting (“Notice”) and related documents

SYDNEY Australia, 14 October 2022: Recce Pharmaceuticals Ltd (ASX:RCE, FSE:R9Q) ( RCE , or the Company ), attaches the following documents:

  1. Letter to Shareholders in relation to the Notice;

  2. Notice;

  3. Proxy Form;

  4. Fact Sheet; and

  5. Scientific Abstract Poster.

The Company advises that the above documents are being dispatched to Shareholders today.

-ENDS-

This announcement has been approved for release by Recce Pharmaceuticals Board.

For further information, please contact:

James Graham Chief Executive Officer +61 2 9256 2571

Maggie Niewidok Company Secretary +61 2 8072 1400

Automic Registry Services Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: [email protected] Website: https://investor.automic.com.au/

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14 October 2022

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Dear Shareholder,

Recce Pharmaceuticals Ltd 2022 Annual General Meeting (AGM)

Recce Pharmaceuticals Ltd (ASX:RCE, FSE:R9Q) ( RCE , or the Company ), advises that its 2022 Annual General Meeting will be held at 2.00pm (Sydney time) on Monday, 14 November 2022 ( Meeting ) at the offices of Automic, Level 5, 126 Phillip Street Sydney NSW and online:

https://us02web.zoom.us/webinar/register/WN_nM9xzjjCSXWTzcUPOwdeHQ.

In accordance with Part 1.2AA of the Corporations Act 2001 (Cth), the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. For further information on your right to elect to receive documents from the Company electronically or physically, please refer to the Shareholder Communications section in this letter.

The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the - - following link: https://www.recce.com.au/index.php/shareholder centre/investor presentations . Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX:RCE): https://www2.asx.com.au/markets/company/rce.

Hybrid Meeting

The Company will hold this year’s Meeting as a hybrid meeting which means shareholders will be able to participate in person at the abovementioned location or via an online meeting platform powered by Automic. If due to government regulations (such as COVID-19 restrictions) the Company is unable to hold the AGM in person then the AGM will be held solely via as an online meeting.

Shareholders that have an existing account with Automic will be able to watch, listen, ask questions, and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

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

Your vote is important

The business of the Meeting affects your shareholding and your vote is important and there are a number of ways in which you can exercise your vote.

To vote in person, attend the Meeting on the date and at the place set out above. If you plan to attend the Meeting in person, please bring your proxy form to facilitate your registration.

Shareholders attending the Meeting virtually and wishing to vote on the day of the Meeting can find further instructions on how to do so in the Notice. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

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Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the
instructions: Log into the Automic website using the holding details as shown on the Proxy
Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will
need their holder number (Securityholder Reference Number (SRN) or Holder Identification
Number (HIN)) as shown on the front of the Proxy Form.
By post Completing the enclosed Proxy Form and posting it to:
Automic, GPO Box 5193, Sydney NSW 2001
By email Completing the enclosed Proxy Form and emailing it to:
[email protected]

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

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

Shareholders will be able to vote and ask questions at the Meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary at [email protected] at least 48 hours before the Meeting.

Shareholder Communications

Your right to elect to receive documents electronically or physically

The Corporations Amendment (Meetings and Documents) Act 2022 includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act 2001 (Cth).

The recent legislative changes mean there are new options for how RCE shareholders receive communications. The Company will no longer send physical meeting documents unless a shareholder requests a copy to be mailed.

Providing your email address to receive shareholder communications electronically

The Company encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports.

By providing your email address, you will:

  • support the company by reducing the cost of mailing/postage;

  • receive your investor communications faster and in a more secure way; and

  • help the environment through the need for less paper.

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/.

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If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry:

Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: [email protected] Website: https://investor.automic.com.au/

A SIMPLE EXPERIENCEFast and Simple FOR MANAGING YOUR Update details in real-time, including address, Tax File Number/Australian HOLDINGS Business Number, banking details and communication preferences VISIT:Consolidated Holdings https://investor.automic.com.au View and manage all holdings in the one place  Secure and Convenient View and print all available shareholder communications and statements  Vote Online Vote online for upcoming Meetings [DOWNLOAD THE QR READER APP ON YOUR  View your Activity SMARTPHONE OR TABLET, TO SIMPLY SCAN THE BARCODE ABOVE] View holding balances, transactions, and payment history

On behalf of the Board, thank you for your continued support as a shareholder. We look forward to welcoming you to our AGM on Monday, 14 November 2022.

Yours sincerely, Maggie Niewidok Company Secretary

For further information, please contact:

James Graham Automic Registry Services Chief Executive Officer Telephone (within Australia): 1300 288 664 +61 2 9256 2571 Telephone (outside Australia): +61 2 9698 5414 Email: [email protected] Maggie Niewidok Website: https://investor.automic.com.au/ Company Secretary +61 2 8072 1400

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Recce Pharmaceuticals Ltd Level 25, 88 Phillip Street Aurora Place Sydney NSW 2000

www.recce.com.au

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Recce Pharmaceuticals Ltd

Notice of 2022 Annual General Meeting Explanatory Statement | Proxy Form

Date: Monday, 14 November 2022 Time: 2.00PM (Sydney Time) Place: Hybrid meeting held at the offices of Automic, Level 5, 126 Phillip Street Sydney NSW 2000 and online https://us02web.zoom.us/webinar/register/WN_nM9xzjjCSXWTzcUPOwdeHQ

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

Contents

Contents
Venue and Voting Information 2
Notice of Annual General Meeting – Agenda and Resolutions 5
Notice of Annual General Meeting – Explanatory Statement 10
Glossary 23
Annexure A – Terms of the Options 25
Annexure B – Terms of the Employee Incentive Plan 27
Proxy Form Attached

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00PM (Sydney Time) on Monday, 14 November 2022 as a hybrid meeting at the offices of Automic, Level 5, 126 Phillip Street Sydney NSW 2000 and online: https://us02web.zoom.us/webinar/register/WN_nM9xzjjCSXWTzcUPOwdeHQ.

Shareholders that have an existing account with Automic will be able to watch, listen, ask questions and vote online.

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

To access the virtual meeting on the day:

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

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

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

  4. Click on “ Register ” and follow the steps

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

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary, Maggie Niewidok by email to [email protected] at least 48 hours before the AGM.

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

Your vote is important

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

Voting in person

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

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so through the online meeting platform powered by Automic.

Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

Voting by proxy

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

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details as
shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the
front of the Proxy Form.
For further information on the online proxy lodgment process please see the
Online Proxy Lodgment Guideathttps://www.automicgroup.com.au/virtual-agms/
By post Automic, GPO Box 5193, Sydney NSW 2001
By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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

Power of Attorney

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

Corporate Representatives

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

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Recce Pharmaceuticals Ltd ACN 124 849 065 will be held at 2.00PM (Sydney Time) on Monday, 14 November 2022 as a hybrid meeting at the offices of Automic, Level 5, 126 Phillip Street Sydney NSW 2000 and online: https://us02web.zoom.us/webinar/register/WN_nM9xzjjCSXWTzcUPOwdeHQ.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00PM (Sydney Time) on Saturday, 12 November 2022.

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

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

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

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

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding Resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2022.”

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

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

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

  • (b) it is not cast on behalf of a Restricted Voter.

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

- Re election of Directors

2. Resolution 2 – Re-election of Dr John Prendergast as Director

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

“That Dr John Prendergast, a Director who retires by rotation in accordance with rule 14.2 of the Company’s Constitution, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

3. Resolution 3 – Re-election of Alan W. Dunton, MD as Director

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

“That Alan W. Dunton, MD, a Director who retires by rotation in accordance with rule 14.2 the Company’s Constitution, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

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4. Resolution 4 – Re-election of Alistair McKeough as Director

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

“That Alistair McKeough, a Director who retires by rotation in accordance with rule 14.4 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

ASX Listing Rule 7.1A (Additional 10% Capacity)

5. Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

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

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

  • (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

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

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

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

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

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

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Changes to Constitution

6. Resolution 6 – Adoption of New Constitution

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of section 136 of the Corporations Act and for all other purposes, the constitution of the Company be repealed and replaced with a constitution in the form of the document tabled at this Meeting and signed by the Chair for the purposes of identification, effective immediately.”

Director Options

7. Resolution 7 – Approval of Issue of Options to Alistair McKeough, Director of the Company

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

“That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 1,125,000 unlisted options with an exercise price of $1.56 per option under the Company’s Employee Incentive Plan to Alistair McKeough, Director of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

  • (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Employee Incentive Plan; or

  • (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by:

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

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

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

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

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if:

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  • (a) the proxy is either:

  • (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and

  • (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

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

’ - Maximum Aggregate Amount of Non Executive Directors Fees

8. Resolution 8 – Approval to Increase the Maximum Aggregate Amount of Non-Executive Directors’ Fees

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

That, for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate amount of remuneration that may be paid to the Company’s non-executive directors in any financial year is increased by $70,000 from $180,000 to $250,000, effective immediately .”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

  • (a) any Director of the Company; or

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 8 by:

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

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

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

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

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

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if: (a) the proxy is either:

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(i) a member of the Company’s Key Management Personnel; or

  • (ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

  • (a) the proxy is the Chair of the Meeting; and

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

BY ORDER OF THE BOARD

Maggie Niewidok

Company Secretary 14 October 2022

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00PM (Sydney Time) on Monday, 22 November 2022 as a hybrid meeting at the offices of Automic, Level 5, 126 Phillip Street Sydney NSW 2000 and online:

https://us02web.zoom.us/webinar/register/WN_nM9xzjjCSXWTzcUPOwdeHQ.

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

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

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

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

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

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

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

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

  • Conduct of the audit;

  • Preparation and content of the Auditor’s Report;

  • Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

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

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Please note that all written questions must be received at least five business days before the Meeting, which is by Monday, 7 November 2022.

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

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

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

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2023 Annual General Meeting ( 2023 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2023 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2022 AGM. All of the Directors who were in office when the 2023 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

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

Voting

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

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

Directors’ recommendation

Given the nature of this Resolution, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on this Resolution.

As noted in the Proxy Form, the Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

- Re election of Directors

Resolution 2 – Re-election of Dr John Prendergast as Director

Rule 14.2 of the Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

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It has been agreed that Dr John Prendergast will retire by rotation at this Meeting.

Dr John Prendergast is currently the Executive Chairman of the Company and was initially appointed a Director of the Company on 24 April 2018 and was last re-elected as a Director at the 2020 AGM.

Under this Resolution, Dr John Prendergast has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Dr Prendergast is currently Non-Executive Chairman and Co-Founder of Palatin Technologies developing targeted therapeutics for the treatment of diseases with significant unmet medical need and Lead Director of Nighthawk Biosciences, Inc., a publicly traded, clinical stage immunomodulatory company.

He was previously a member of the board of the life science companies, Avigen, AVAX Technologies and MediciNova Inc and also as a member of the Advisory Board for the Institute for the Biotechnology of Infectious Diseases (‘IBID’) at the University of Technology Sydney, now called the ithree Institute.

Prior to that he was a Managing Director of The Castle Group Ltd., a New York medical venture capital firm. Dr Prendergast held Post-Doctoral Fellowships in the Department of Biochemistry and Molecular Biology, Harvard University and at the Center for Research on Blood Diseases in Paris with Professor Jean Dausset (Nobel Prize, 1980).

During his career, Dr Prendergast has been responsible for the approval of three (3) New Drug Applications. Dr Prendergast received his M.Sc. and Ph.D. from the University of New South Wales, Sydney, Australia and a C.S.S. in administration and management from Harvard University.

Directors’ recommendation

The Directors (excluding Dr John Prendergast) recommend that Shareholders vote for this Resolution.

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

Resolution 3 – Re-election of Alan W. Dunton, MD as Director

Rule 14.2 of the Company’s Constitution requires that at the Company’s annual general meeting, one third of the Directors shall retire from office. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election.

It has been agreed that Alan W. Dunton, MD will retire by rotation at this Meeting.

Alan W. Dunton, MD was appointed a Director of the Company on 14 July 2020 and was last reelected as a Director at the 2020 AGM.

Under this Resolution, Alan W. Dunton, MD has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Dr Dunton has held leadership positions at various biotechnology and pharmaceutical companies including serving as President and Chief Executive Officer at Panacos Pharmaceuticals, Inc., Metaphore Pharmaceuticals, Inc., and Chief Operating Officer at Emisphere Technologies, Inc.

Dr Dunton served in several positions at Johnson and Johnson including President and Managing Director at the Janssen Research Foundation where he was responsible for leading over 2,000 professionals worldwide and prior to this as Vice President of global clinical research and development at the R.W. Johnson Pharmaceutical Research Institute. During his career, Dr Dunton has been responsible for the approval of approximately 20 New Drug Applications; an amalgamation of prescription and OTC products.

Dr Dunton earned his medical degree from New York University School of Medicine following his bachelor’s degree in biochemistry from the State University of New York at Buffalo. Dr Dunton

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then completed his fellowship in clinical pharmacology at New York Hospital/Cornell University Medical Center and, in 1987, was awarded The Nellie Westerman Prize from the American Federation for Clinical Research (AFCR) for his work in medical ethics.

Directors’ recommendation

The Directors (excluding Alan W. Dunton, MD) recommend that Shareholders vote for this Resolution.

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

Resolution 4 – Re-election of Alistair McKeough as Director

Rule 14.4 of the Company’s Constitution provides that a director appointed by the Board in addition to the existing Directors holds office only until the next following annual general meeting and is then eligible for re-election.

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

Alistair McKeough was appointed as an additional Director of the Company on 1 September 2022 and has since served as a Director of the Company.

Under this Resolution, Alistair McKeough, being eligible, seeks re-election as a Director of the Company at this AGM.

Alistair is a solicitor with extensive operational and board experience in many sectors, including professional services, technology, biotechnology, financial services, education and charities. He was formerly Head of Professional Services at Automic Group, which acquired his legal, company secretarial and corporate governance business, Whittens & McKeough, in 2018. Alistair was Managing Director of the firm at that time. He is currently the Chair of the Waratah Education Foundation.

Alistair has had deep leadership experience in many high performing companies, in which he has had responsibility for a range of organisational performance outcomes including safety and risk management, corporate governance, legal compliance, cost reduction, strategy, change management, M&A, capital raising, culture and value creation.

Directors’ recommendation

The Directors (excluding Alistair McKeough) recommend that Shareholders vote for this Resolution.

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

ASX Listing Rule 7.1A

Resolution 5 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Listing Rule 7.1A enables an eligible entity to issue equity securities up to 10% of its issued capital over a 12 month period following Shareholder approval by way of a special resolution passed at its annual general meeting, which is additional to the entity’s 15% capacity.

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

As at 29 September 2022, the Company has a market capitalisation of approximately $131.8

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million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote for the Company to have the additional 10% capacity.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit of both Listing Rules 7.1 and 7.1A.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities provided for in Listing Rule 7.1A and will remain subject to the 15% capacity limit.

Information required by ASX Listing Rule 7.3A

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

Period for which the approval will be valid

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

  • (a) the date which is 12 months after the date of the annual general meeting at which approval is obtained;

  • (b) the time and date of the Company’s next annual general meeting; and

  • (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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

Any equity securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for cash consideration which is not less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

  • (a) the date on which the price of the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

  • (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

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

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

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period. Should the Company issue equity securities under Listing Rule 7.1A, the funds raised may be used for the following purposes:

  • (a) to accelerate revenue growth opportunities in its core markets and products;

  • (b) to target additional market segments;

  • (c) to invest in platform development to support (a) and (b) above as well as new horizon product development; and,

  • (d) to target inorganic opportunities.

Risk of economic and voting dilution to existing ordinary Shareholders

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There is a risk of economic and voting dilution to existing Shareholders under Listing Rule 7.1A that:

  • (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of approval under Listing Rule 7.1A; and

  • (b) the equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date;

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

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

Variable “A” ASX Listing Rule 7.1A.2 Variable “A” ASX Listing Rule 7.1A.2 Potential Dilution and Funds Raised Potential Dilution and Funds Raised Potential Dilution and Funds Raised
$0.37
50% decrease in
issueprice
$0.74
issue prices(b)
$1.48
100% increase in
issueprice
“A” is the number of
shares on issue, being
178,079,310 Shares(a)
10% voting
dilution(c)
17,807,931 17,807,931 17,807,931
Funds raised $6,588,934 $13,177,869 $26,355,738
“A” is a 50% increase
in shares on issue,
being 267,118,965
Shares
10% voting
dilution(c)
26,711,897 26,711,897 26,711,897
Funds raised $9,883,402 $19,766,803 $39,533,607
“A” is a 100% increase
in shares on issue,
being 356,158,620
Shares
10% voting
dilution(c)
35,615,862 35,615,862 35,615,862
Funds raised $13,177,869 $26,355,738 $52,711,476

Notes:

  • (a) Based on the total number of fully paid ordinary Shares on issue as at 29 September 2022.

  • (b) Based on the closing price of the Company’s Shares on ASX as at 29 September 2022.

  • (c) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  • (d) This table assumes that no options over Shares are exercised before the date of the issue of the equity securities.

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

  • (f) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

  • (g) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

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

  • (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

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

  • (c) the potential effect on the control of the Company;

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  • (d) the Company’s financial position and the likely future capital requirements; and (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Shareholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

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

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

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

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

Directors’ recommendation

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

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

Changes to Constitution

Resolution 8 – Adoption of New Constitution

Background

The Company’s current Constitution was adopted by the Company on 29 November 2019.

For the following reasons, the Board of the Company wishes to amend its existing Constitution:

  • (a) The Corporations Amendment (Meetings and Documents) Act 2022 received Assent on 22 February 2022 which makes permanent changes to existing requirements under the Corporations Act that will enable companies and registered schemes to use technology to hold meetings, execute company documents, and sign and distribute meetings-related documents.

  • (b) To hold a meeting using virtual technology only, pursuant to the amended s 249R it must be expressly permitted by the Company’s Constitution.

Accordingly, the Company has prepared an updated Constitution ( New Constitution ) which incorporates the following key amendment:

  • (a) By deleting rule 12.3 in its entirety and replacing it with a new rule 12.3:

  • 12.3 Convening of General Meetings of Shareholders by a Director or requisition

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Any Director may, whenever he or she thinks fit, convene a general meeting of Shareholders, and a general meeting shall also be convened on requisition as is provided for by the Corporations Act, or in default, may be convened by such requisitions as empowered to do so by the Corporations Act. If there are no Directors for the time being, a Secretary may convene a general meeting of Shareholders for the purpose of enabling the election of Directors but for no other purpose. A general meeting shall be held in accordance with the requirements of the Corporations Act, Listing Rules and any applicable law and at the sole discretion of the Directors may be held:

  • (a) at one or more physical venues; or

  • (b) at one or more physical venues and using virtual meeting technology; or

  • (c) using virtual meeting technology only.

If, before or during a general meeting of members, any technical difficulty occurs, such that the members, as a whole, do not have a reasonable opportunity to participate, the chairman of the meeting may:

  • (d) adjourn the meeting until the technical difficulty is remedied; or

  • (e) where a quorum remains present (either at the place at which the chairman is present or by technology contemplated by this rule 12.3) and able to participate, subject to the Corporations Act, continue the meeting (in which case no member may object to the meeting being held or continuing.

  • (b) By deleting rule 12.9 in its entirety and replacing it with a new rule 12.9:

12.9 Annual General Meeting

An annual general meeting shall be held in accordance with the requirements of the Corporations Act, Listing Rules and any applicable law and at the sole discretion of the Directors may be held:

  • (a) at one or more physical venues; or

  • (b) at one or more physical venues and using virtual meeting technology; or

  • (c) using virtual meeting technology only.

If, before or during an annual general meeting of members, any technical difficulty occurs, such that the members, as a whole, do not have a reasonable opportunity to participate, the chairman of the meeting may:

  • (d) adjourn the meeting until the technical difficulty is remedied; or

  • (e) where a quorum remains present (either at the place at which the chairman is present or by technology contemplated by this rule 12.9) and able to participate,

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subject to the Corporations Act, continue the meeting (in which case no member may object to the meeting being held or continuing.

Prior to the Meeting, a copy of the New Constitution is available for review by Shareholders at the Company’s registered office during normal business hours. A copy of the New Constitution can also be sent to Shareholders of the Company upon a request being made to the Company Secretary on +61 2 8072 1400.

A complete signed copy of the New Constitution will be tabled at the Meeting.

Section 136 of the Corporations Act

Pursuant to section 136(2) of the Corporations Act, a modification to the Company’s Constitution can only be effected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

Director Options

Resolution 7 – Approval of Issue of Options to Alistair McKeough, Director of the Company

The Company’s Employee Incentive Plan ( Incentive Plan ) was approved by Shareholders on 30 November 2020.

The Company seeks to invite Alistair McKeough, subject to Shareholder approval sought under this Resolution, to participate in the Incentive Plan by subscribing for 1,125,000 unlisted options under the Incentive Plan ( Options ).

ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its Shareholders:

(a) a director of the Company;

  • (b) an associate of a director of the Company; or

  • (c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders.

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As Alistair McKeough is a Director of the Company, the proposed issue of Options constitutes the acquisition of securities under an employee incentive scheme for the purposes of Listing Rule 10.14.

To this end, this Resolution seeks Shareholder approval to issue the Options to Alistair McKeough under and for the purposes of Listing Rule 10.14. If approved, the Company is not required to obtain separate Shareholder approval under Listing Rule 7.1, and as a result the issue of the Options will not count towards the Company’s placement capacity.

If this Resolution is passed, the Company will be able to proceed with the proposed issue of Options.

If this Resolution is not passed, the Company will not be able to proceed with the proposed issue and this may impact the Company’s ability to retain its Directors as the Options form an integral part of the Company’s recruitment, remuneration and retention strategy.

Chapter 2E of the Corporations Act

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

  • (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

  • (b) Shareholder approval is obtained prior to the giving of the financial benefit.

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

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

The nonconflicted Directors considered the proposed issue, and formed the view that the giving of the financial benefit to Alistair McKeough was reasonable remuneration, given the circumstances of the Company, the quantum and the terms of the Options and the responsibilities held by Mr McKeough in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Options to Alistair McKeough under Resolution 7 fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and rely on this exception for the purposes of Resolution 7 of this Notice of Meeting. Therefore, the proposed issue of Options to Alistair McKeough under Resolution 7 requires Shareholder approval under and for the purposes of Listing Rule 10.14 only.

Information required by ASX Listing Rule 10.15

The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

  • (a) The allottee is Alistair McKeough (or his nominee).

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  • (b) Alistair McKeough falls into category 10.14.1 as he is a director of the Company.

  • (c) The maximum number of Options that may be acquired by Alistair McKeough is 1,125,000.

  • (d) The total remuneration package received by Alistair McKeough is $75,000 per annum in director fees.

  • (e) No securities have previously been issued to Mr McKeough under the Incentive Plan.

  • (f) A summary of the material terms of the Options are set out in Annexure A of this Notice of Meeting.

  • (g) The Company has decided to choose this type of equity security as it is unlisted (therefore has no immediate dilutionary impact on shareholders) and the terms can be structured to assist in aligning the interests of the holders with Shareholders of the Company. The value the Company attributes to the Options is $0.2777 per Option (or a total deemed fair value of $312,412) which is based on a valuation undertaken by Pitcher Partners using the Black Scholes Model and the closing price of the Company’s Shares on 29 September 2022 ($0.74). The valuation was undertaken for indicative purposes only and the actual value will be determined as at the date of grant and is therefore subject to change.

  • (h) The Options will be issued within one month and in any event no later than three years from the date of this Meeting, if approved by Shareholders.

  • (i) The Options are being issued for nil consideration.

  • (j) No loans will be made to Alistair McKeough in relation to the acquisition of the Options.

  • (k) The material terms of the Incentive Plan are set out in Annexure B of this Notice of Meeting.

  • (l) Details of any securities issued under the Incentive Plan will be published in each annual report of the Company relating to a period which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Incentive Plan after the resolution was approved and who were not named in the Notice of Meeting but to whom ASX Listing Rule 10.14 applies will not participate until approval is obtained under ASX Listing Rule 10.14.

Directors Recommendation

The Board of Directors (excluding Mr McKeough) recommend that Shareholders vote for this Resolution.

The Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

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’ - Maximum Aggregate Amount of Non Executive Directors Fees

Resolution 8 – Approval to Increase the Maximum Aggregate Amount of Non-Executive Directors’ Fees

Background

The current aggregate remuneration amount was fixed by the Company prior to the Company’s listing with the ASX, as set out in clause 12.6(b) of the Company’s Prospectus dated 21 September 2015, with any subsequent constitutional amendments carrying forward the non-executive director fee cap of $180,000 set out in the Company’s Constitution.

Approval is sought under Listing Rule 10.17 and rule 14.8 of the Company’s Constitution to increase the maximum aggregate amount of directors’ fees to $250,000 for non-executive directors as:

  • (a) it is important to ensure that the Company maintains the ability to pay competitive fees and attract and retain high calibre non-executive directors; and

  • (b) the size of the proposed increase would be consistent with other ASX listed entities of similar market capitalisation; and

  • (c) to allow for the flexibility to appoint another non-executive director and/or to increase the non-executive Director fees after the annual non-executive director remuneration review if appropriate.

It is not intended that should this Resolution be passed, the maximum aggregate of the fees of nonexecutive directors would be utilised immediately.

The proportion remaining unused will provide the Company with the ability to attract and retain high quality directors, to make any appropriate increases to the size of the Board, and to increase fees in the future in line with market conditions.

It is proposed that the increase in the aggregate amount of fees for non-executive directors will take effect immediately after this Meeting.

If Resolution 8 is not passed, the current maximum amount, being $180,000, will continue to apply.

Information required by ASX Listing Rule 10.17

The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.17:

  • (a) The increase sought to the maximum aggregate amount of directors’ fees is $70,000 i.e. from $180,000 to $250,000.

  • (b) If Resolution 8 is passed, the maximum aggregate amount of directors’ fees that may be paid to all of the Company’s non-executive directors in any financial year is $250,000.

  • (c) The Company confirms that the following securities have been issued to non-executive directors in the preceding three years of the date of this Meeting under Listing Rules 10.11 or 10.14:

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Date of issue Non-executive Terms and number of securities issued
director
22 February 2021 Dr John Prendergast(a) Listing Rule 10.14: 2,175,000 unlisted options were issued for nil
consideration with an exercise price of $1.56 per option expiring 22
February 2026 as approved by shareholders at the Company’s 2020 Annual
General Meetingheld on 30 November 2020.
22 February 2021 Alan W. Dunton, MD Listing Rule 10.14: 1,125,000 unlisted options were issued for nil
consideration with an exercise price of $1.56 per option expiring 22
February 2026 as approved by shareholders at the Company’s 2020 Annual
General Meetingheld on 30 November 2020.
4 December 2020 Alan W. Dunton, MD Listing Rule 10.14: 60,000 fully paid ordinary shares were issued as part of
his appointment as a director of the Company. The issue was approved by
shareholders at the Company’s 2020 Annual General Meeting held on 30
November 2020.

Notes:

(a) Since his appointment on 24 April 2018, Dr John Prendergast has acted in his capacity as a non-executive director of the Company until his recent appointment to Executive Chair effective 5 September 2022.

Directors Recommendation

Given the nature of this Resolution, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on this Resolution.

As noted in the Proxy Form, the Chair of the Meeting intends to cast all undirected proxies in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 2 8072 1400 if they have any queries in respect of the matters set out in these documents.

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Glossary

Annual Financial Report means the 2022 Annual Report to Shareholders for the period ended 30 June 2022 as lodged by the Company with ASX on 31 August 2022.

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

ASIC means Australian Securities and Investment Commission.

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

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

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

Auditor’s Report means the auditor’s report of BDO Audit (WA) Pty Ltd dated 31 August 2022 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

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

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependant of the member or of the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Recce Pharmaceuticals Ltd ACN 124 849 065.

Constitution means the Company’s constitution.

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

Director means a current director of the Company.

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

Dollar or “ $ ” means Australian dollars.

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

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

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 14 October 2022 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

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

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

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

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

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

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

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

Shareholder means a holder of a Share.

Share Registry means Automic Registry Services.

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

Spill Meeting means the meeting that will be convened within 90 days of the 2023 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2023 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2023 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2023 AGM.

Sydney Time means the time as observed in Sydney, New South Wales, Australia.

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

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

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

24

Annexure A – Terms of the Options

Exercise Price: Each Option is exercisable for $1.56.
Number of Options: 1,125,000 Options to be issued to Alistair McKeough (Resolution 7).
Expiry Date: 5 years from the date of issue.
Any unexercised Options on issue at the Expiry Date will automatically
lapse on the Expiry Date, unless lapsed earlier in accordance with the
Incentive Plan.
Notice of Exercise: The Options may be exercised in whole or in part prior to the Expiry
Date by notice in writing to the Company and accompanied by
payment of the Exercise Price for each Option being exercised
Timing of issue of
Shares:
As soon as practicable after the relevant Exercise Date, the Company
must:
i.
allot and issue the Share; and
ii.
do all such acts matters and things to obtain the grant of
quotation for the Share on ASX.
Share issued on
Exercise:
Shares issued on exercise of the Options will rank equally with the
other issued Shares.
Quotation of
Shares on exercise:
Application will be made by the Company to ASX for official quotation
of the Shares issued upon the exercise of the Options.
Unlisted options: The Company will not apply for quotation of the Options.
Participation in
new issues:
There are no participation rights or entitlements inherent in the
Options and the holder will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Options.
Adjustment for
bonus issues of
Shares:
In the event the Company proceeds with a bonus issue of Shares to
Shareholders after the date of the Options, the number of Shares over
which an Option is exercisable may be increased in the manner
permitted by the Incentive Plan and the ASX Listing Rules applying at
the time of the bonus issue.
Adjustment for pro
rata issue:
In the event the Company proceeds with a pro rata issue (other than a
bonus issue) of securities to Shareholders after the date of issue of the
Options, the Exercise Price will be reduced in the manner permitted by
the ASX Listing Rules applying at the time of the pro rata issue.
Adjustment for
reorganisation:
If there is any reconstruction of the issued share capital of the
Company, the rights of the holder may be varied to comply with the
ASX Listing Rules which apply to the reconstruction at the time of the
reconstruction.

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

25

Options not
transferable
The Options are not transferable without the prior written consent of
the Board.
Voting: The Option holder is not entitled to notice of, or to vote at or attend, a
meeting of the Shareholders unless and until the Options are
exercised and the holder holds Shares.
Dividends: The Options do not carry rights to dividends.

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

26

Annexure B –Terms of the Incentive Plan

Under the rules of the Employee Incentive Plan ( Incentive Plan ), the Board has a discretion to offer any of the following awards to senior management, directors or other nominated key employees:

  • options to acquire Shares;

  • performance rights to acquire Shares; and/or

  • Shares, including to be acquired under a limited recourse loan funded arrangement,

in each case subject to service-based conditions and/or performance hurdles (collectively, the

Awards ”).

The terms and conditions of the Incentive Plan are set out in comprehensive rules. A summary of the rules of the Incentive Plan is set out below:

  • The Incentive Plan is open to Directors, senior management, and any other employees of the Company, as determined by the Board. Participation is voluntary.

  • The Board may determine the type and number of Awards to be issued under the LTIP to each participant and other terms of issue of the Awards, including:

  • what service-based conditions and/or performance hurdles must be met by a participant in order for an Award to vest (if any);

  • the fee payable (if any) to be paid by a participant on the grant of Awards;

  • the exercise price of any option granted to a participant;

  • the period during which a vested option can be exercised; and

  • any disposal restrictions applying to the Awards and any Shares that a participant;

  • receives upon exercise of their options or performance rights.

  • On the occurrence of cessation of employment for any reason, the Board will determine, in its sole and absolute discretion, the manner in which all unvested and vested Awards will be dealt with, including the application of any Clawback Policy.

  • The Board may, in its discretion, also determine that the Company will issue limited recourse loans to participants to use for the purchase of Shares as part of a Share Award under the Incentive Plan.

  • When any service-based conditions and/or performance hurdles have been satisfied, participants will receive fully vested Shares or their options/performance rights will become vested and will be exercisable over Shares (as applicable).

  • Each vested option and performance right enables the participant to be issued or to be transferred one Share upon exercise, subject to the rules governing the Incentive Plan and the terms of any particular offer.

  • The Incentive Plan limits the number of Awards that the Company may grant to 15,000,000 Awards since the Incentive Plan was last approved by Shareholders (excluding any Awards which are subsequently cancelled or lapsed in accordance with the terms of the Incentive Plan).

  • The Board may delegate management and administration of the Incentive Plan, together with any of their powers or discretions under the Incentive Plan, to a committee of the Board or to any one or more persons selected by them as the Board thinks fit.

Recce Pharmaceuticals Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

27

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/ /
SAMPLE
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Fact Sheet

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Recce Pharmaceuticals Ltd (ASX:RCE, FSE:R9Q)

October 2022

An Emerging Global Leader in a New Generation of Anti-Infectives

Snapshot

Ticker ASX:RCE, FSE:R9Q
Date listed January 2016, March 2021
52 week range AUD $0.55 - $1.38
Market Cap AUD $151m
(priced at $0.85)
Cash balance AUD $11.58m
(1 October 2022)
Shares on issue 178.08m
Sector
3 month avg. vol
Pharmaceuticals, Biotechnology
& Life Sciences
136.08K (per trading day)

Recce Pharmaceuticals Ltd (ASX:RCE, FSE:R9Q) is an Australian based globally-focussed, biotech company engaged in the development and commercialisation of a new class of Synthetic Anti-infectives designed to address the urgent global health problem of antibioticresistant superbugs and emerging viral pathogens.

Recce’s anti-infective pipeline includes three patented, broad-spectrum, synthetic polymer anti-infectives: RECCE[®] 327 as an intravenous and topical therapy that is being developed for the treatment of serious and potentially life-threatening infections due to Gram-positive and Gram-negative bacteria including their superbug forms; RECCE[®] 435 as an orally-administered therapy for bacterial infections; and RECCE[®] 529 for viral infections. Through their multi-layered mechanisms of action, Recce’s anti-infectives have the potential to overcome the hypercellular mutation of bacteria and viruses – the challenge of all existing antibiotics to date.

Board and Management

Dr John Prendergast Executive Chairman James Graham Managing Director & Chief Executive Officer Dr Alan Dunton Non-Executive Director

James Graham Managing Director & Chief Executive Officer Dr Alan Dunton Non-Executive Director Michele Dilizia Executive Director & Chief Scientific Officer Dr Justin Ward Executive Director & Principal Quality Chemist Arthur Kollaras Head of Manufacturing Alistair McKeough Non-Executive Director Justin Reynolds CFO (Outsourced - Pitcher Partners Sydney) Dr Phil Sutton Vice President of Translational Sciences

Sepsis affects 50 million people worldwide a year. There are currently no drug therapies specifically for the treatment of severe sepsis and it is by far the most expensive condition treated in US hospitals.

Maggie Niewidok Company Secretary (Outsourced - Automic Group)

RECCE[®] 327 Mechanism of Action

The FDA has awarded RECCE[®] 327 Qualified Infectious Disease Product designation under the Generating Antibiotic Initiatives Now (GAIN) Act – labelling it for Fast Track designation under the Generating Antibiotic Initiatives Now (GAIN) Act – labelling it for Fast Track designation under the Generating Antibiotic Designation, plus 10 years of market exclusivity post approval. Further to this designation, RECCEThe Pew Charitable Trusts[[®]] 327 has also been included on The Pew Charitable TrustsFurther to this designation, RECCEThe Pew Charitable Trusts Global New Antibiotics in Development Pipeline as the only synthetic polymer as the only synthetic polymer only synthetic polymer and sepsis drug candidate in development.

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----- Start of picture text -----

Disease Product designation under the Generating Antibiotic Initiatives Now (GAIN) Act – labelling it for Fast Track designation under the Generating Antibiotic 1 MEMBRANEOUTER R327 EXTRACELLULAR SPACE(OUTSIDE OF CELL) DNA 2
Designation, plus 10 years of market exclusivity post approval. PHOSPHOLIPIDBILAYER
on The Pew Charitable TrustsFurther to this designation, RECCEThe Pew Charitable Trusts Global New Antibiotics in [[®]] 327 has also been included PHOSPHOLIPID PROTEINS (INSIDE OF CELL) CYTOSOL FTSZ RING FORMATION
Development Pipeline as the only synthetic polymer as the only synthetic polymer only synthetic polymer R327 permeabilizes cell R327 interrupts bacterial cellular
and sepsis drug candidate in development. membrane & enters the cell energetics via ATP Synthesis
Recce wholly owns its automated manufacturing, ready to support first-in-human clinical trials. Recce’s anti-infective support first-in-human clinical trials. Recce’s anti-infective 3 R327 INTRODUCED 4
pipeline seeks to exploit the unique capabilities of RECCE [[®]]
technologies targeting synergistic, unmet medical needs. FTSZ RING COMPLEXCANNOT HOLDWITHOUT ATP
X
RECCE [[®]] Multiple Anti-Infective Applications Cellular division & non-dividing cell functions are disrupted R327 is rapidly and irreversibly bactericidal - at high concentrations causes cell lysis
AssetRoute of Administration Indications Discovery Preclinical Phase I Phase II Phase III Next Data Readout Market Size
Anti-bacterial programs
R327 Serious/life threatening bacterial 47-50 million cases
Intravenous & infections including sepsis worldwide
Intranasal
R327 Wound Infections including requiring medical intervention. 11 million burn wound cases
Topical infected burns Majority of which
escalate to infection
RCE Multiple ongoing pre-clinical
Compounds programs
Anti-viral programs
R327Nasal COVID & Influenza
R529 COVID
IV & Intranasal
Estimated timelines/indications are subject to change in development plans and regulatory requirements/clarifications
RECCE [®] 327
at work 0 mins 20 mins 3 hours
Nil Treatment – Treatment – Significant Treatment – Bacteria
Bacteria Pressurised cell-membrane weakening Destroyed & Ready for
& Active and disruption Healthy Cell Absorption
----- End of picture text -----

Recce wholly owns its automated manufacturing, ready to support first-in-human clinical trials. Recce’s anti-infective support first-in-human clinical trials. Recce’s anti-infective pipeline seeks to exploit the unique capabilities of RECCE[[®]] technologies targeting synergistic, unmet medical needs.

RECCE[[®]] Multiple Anti-Infective Applications

recce.com.au

Efficacy - RECCE[®] 327

  • 99.9% effective against full suite of ESKAPE pathogens including Multi-Drug-Resistant forms

  • Acts against bacteria in both normal and mutated superbug forms

  • Multiple tests demonstrate efficacy against Gram-positive and Gram-negative including their superbug forms

  • Rate and MIC/MKC data demonstrates potency and broad spectrum activity against a range of bacteria

  • Contains a patented polymeric structure, intentionally designed to overcome the traditional challenges of bacterial mutation/resistance

  • In-vivo studies against SARS-CoV-2 (COVID-19) and influenza virus

Safety - RECCE[®] 327

  • Multiple studies of toxicity in small and large animals

  • Multiple studies of mutagenicity (cancer) are clear

  • Numerous studies to date indicate the safety of RECCE[®] 327

  • Is suited to administration against sepsis by intravenous drip

  • Indicates a safe therapeutic dosing window

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Patent Portfolio

Patents covering the manufacturing process run until 2029. Granted provisional patents covering additional modes of delivery and anti-viral uses, run until 2037.

Recce Pharmaceuticals Ltd patent portfolio has continued to strengthen with granted patents in key pharmaceutical markets such as USA, Europe, Japan, China and Australia.

Filed Patent
Family 1
Expiry Patent
Family 2
Expiry Patent
Family 3
Expiry
Australia 2028 2037 Pending 2037
USA 2029 2037 2037
Europe 2028 2037 2037
Germany 2028 2037 2037
Spain 2028 2037 2037
France 2029 2037 2037
UK
Italy
2028
2028
2037
2037
2037
2037
Sweden 2028 2037 2037
Japan 2028 2037 2037
China 2028 Pending 2037 2037
HK Pending 2028 Pending 2037 2037
  • Patent Family 1 - Granted

  • Unique and highly economical manufacturing process

  • Patent Family 2 - Pending/Granted

World Health Organisation (WHO) List of Most Threatening Antibiotic-Resistant Bacteria

To help governments, researchers and industry focus their resources on antibiotic-resistance, the WHO published a priority list of 12 antibiotic-resistant bacteria*.


PRIORITY 1: CRITICAL
Pseudomonas aeruginosa, _carbapenem-resistant
carbapenem-resistant,
ESBL-producing
_Enterobacteriaceae,
RECCE 327
1
2
®

PRIORITY 2: HIGH
_Enterococcus faecium, _vancomycin-resistant
_Acinetobacter baumannii, _carbapenem-resistant
4
3
_Staphylococcus aureus, _methicillin-resistant,
vancomycin-intermediate and resistant
5
_Helicobacter pylori, _clarithromycin-resistant 6
_Neisseria gonorrhoeae, _cephalosporin-resistant,
fuoroquinolone-resistant
7
_Campylobacter spp., _fuoroquinolone-resistant Not Tested
_Salmonellae, _fuoroquinolone-resistant
PRIORITY 3: MEDIUM
Not Tested
_Streptococcus pneumoniae, _penicillin-non- 8
susceptible
_Haemophilus infuenzae, _ampicillin-resistant Not Tested
_Shigella spp., _fuoroquinolone-resistant Not Tested
1 A
ctive_in vitro_
against Recce’s own superbug of this bacterium
2 Active_in vivo_against a member of this family CRE_E. coli_
3 Active_in vitro_and against superbug variant CRAB
4 Active_in vitro_against a very closely related species,Enterococcus faecalis,
5 Active both_in vitro_and_in vivo_against MRSA, Methicillin-resistant_S. aureus_
6 Active both_in vitro_and_in vivo_against three strains (2 of which were superbugs)
7
8
Active_in vitro_(superbug not available)
Active_in vitro_against related superbug_Klebsiella pneumoniae_
* List as of 2017

Corporate Summary

  • R327 recognised under Qualified Infectious Disease Product (QIDP) designation - reduced time/cost advantages

  • Proprietary new class of anti-infectives against bacteria and viruses, protected by Composition of Matter Patent

  • Fast development plans initially targeting: Sepsis, Burn wounds, Helicobacter pylori and COVID-19

  • Early commercialisation potential - FDA support (QIDP/ Generating Antibiotic Incentives Now (GAIN) Act approved)

  • Strong pre-clinical data package demonstrating high bactericidal activity combined with very good safety at expected human therapeutic range

  • R327 bactericidal activity against all six ESKAPE pathogens

  • State of the art manufacturing capacities ensuring highly attractive manufacturing costs and scalability

  • R327 Phase I clinical trial subjects in Cohorts 1-6 dosed delivering further interim data imminent.

  • Topical Phase I/II human clinical study of R327 commenced Q4 2021; further interim data imminent

  • Robust financial position to deliver clinical data

  • R327 cleared for use under Therapeutic Goods Administration (TGA) Special Access Scheme - Category A

  • R327 included in The Pew Charitable Trusts Global New Antibiotics in Development Pipeline as the only synthetic polymer and sepsis drug candidate in development

  • Applications (Multi-drug delivery)

  • Patent Family 3 - Pending/Granted - Anti-viral use

recce.com.au

Sydney – Head Office Level 25, 88 Phillip Street Aurora Place Sydney NSW 2000 Australia

Macquarie Park – Production Unit 8, 64 Macquarie Park NSW 2113 Australia

Perth – R&D Centre North America – Operations Suite 10, 3 Brodie Hall Drive Suite 1025 Technology Park 1717 Pennsylvania Avenue Bentley WA 6102 Washington DC 20006 Australia USA

Recce Pharmaceuticals Ltd makes no warranties or representations regarding the accuracy or completeness of the information contained in this investor fact sheet. Certain statements made may contain forward looking statements, which involve known and unknown risk, uncertainties and other factors, which may cause the actual results or performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

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RECCE® 327 Demonstrates Bactericidal Activity against Several Gram-negative and Gram-positive Microbial Species

Authors: Michele Dilizia1, Hannah Tsunemoto2, Diana Quach2, Marc Sharp2, John Prendergast1, James Graham1

1 WHO. Antimicrobial Resistance . World Health Organization; 2019. Accessed July 1, 2022. https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance. 2 Dadgostar P. Antimicrobial Resistance: Implications and Costs. IDR . 2019;Volume 12:3903-3910. doi:10.2147/IDR.S234610. 3 Jonas O, Irwin A, Berthe F, Cesar Jean L, Gall FG, Marquez PV. DRUG-RESISTANT INFECTIONS: A Threat to Our Economic Future . World Bank Group; 2017:1-172.

Background

The World Health Organization has recognized the growing threat of antimicrobial resistance (AMR) as one of the top 10 dangers to humanity.[1] Common infections are becoming increasingly resistant to available therapies resulting in multi-resistant and pan-resistant microbial species, including Enterococcus faecium, Staphylococcus aureus, Klebsiella pneumoniae, Acinetobacter baumannii, Pseudomonas aeruginosa and Enterobacter better known as ESKAPE pathogens.[2,3] Beyond AMR’s impact on human health, it poses significant economic costs, leading to longer hospital stays, the need for more expensive medicines and a greater financial burden on patients.[2,3] We must take appropriate action to develop antimicrobial substances that not only kill resistant pathogens but also circumvent the mechanisms of resistance.

Materials

We investigated the activity of a new synthetic polymer anti-infective with rapid and potent broad-spectrum bactericidal activity known as RECCE® 327 (R327) against Gram-positive, Gram-negative, and mycobacterial species, including the ESKAPE pathogens, B. subtilis and in biofilms of E. coli to determine the effects of R327 on these bacterial species.

Results

Our results demonstrate that R327 is rapidly bactericidal, reducing viable cell counts across all tested bacterial species and conditions. Cells treated with R327 showed rapid, dose dependent, decreases in cellular ATP levels in luciferase based in-vitro ATP assays. R327 treatment of the mycobacteria M. avium and M. abscessus also led to a decline in ATP levels, though more slowly likely due to the low growth rate of these strains. In some species of gram-positive bacteria, the in-vitro ATP assay indicated transient increases in ATP levels upon treatment with R327 at high concentrations, while viable cell counts showed rapid cell death under the same conditions.

Conclusion

These data suggest that the apparent increase in ATP levels may be an artifact of the in vitro kit and imply that the MOA of R327 may involve destabilization of the cell envelope. Our results further reinforce the broad-spectrum bactericidal activity of R327 and demonstrate its potential as a new anti-infective.

recce.com.au ASX:RCE FSE: R9Q

RECCE® 327 activity in 10%
LB:E. coli_ATCC 25922
_E. coli

CONTROL
1X MIC (130 PPM)
2X MIC (260 PPM)
5X MIC (650 PPM)
A
i
LUMINESCENCE (ARBITRARY UNITS)
TP Levels in_E. coli_ATCC 25922 Treated with RECCE® 327
n 10% LB
Viable Cells in_E. coli_ATCC 25922 Treated with RECCE® 327
in 10% LB
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

EXPOSURE TIME (MINUTES)
2
5
4
3
6
7
8
9
0
5,000,000
20,000,000
15,000,000
10,000,000
25,000,000
30,000,000
35,000,000
40,000,000
0
10
20
30
40
50
60
VIABLE CELLS (LOG OF CFU/ML)
TP Levels in_E. coli_ATCC 25922 Treated with RECCE® 327
n 10% LB
Viable Cells in_E. coli_ATCC 25922 Treated with RECCE® 327
in 10% LB
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

EXPOSURE TIME (MINUTES)
2
5
4
3
6
7
8
9
0
5,000,000
20,000,000
15,000,000
10,000,000
25,000,000
30,000,000
35,000,000
40,000,000
0
10
20
30
40
50
60
VIABLE CELLS (LOG OF CFU/ML)
RECCE® 327 activity in 10%
LB:B. subtilis_PY79
_B. subtilis

CONTROL
1X MIC (260 PPM)
2X MIC (520 PPM)
5X MIC (1,300 PPM)
A
i
LUMINESCENCE (ARBITRARY UNITS)
TP Levels in_B. subtilis_PY79 Treated with RECCE® 327
n 10% LB
Viable Cells in_B. subtilis_PY79 Treated with RECCE® 327
in 10% LB
EXPOSURE TIME (MINUTES)
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

0
5,000,000
20,000,000
15,000,000
10,000,000
25,000,000
30,000,000
35,000,000
40,000,000
2
5
4
3
6
7
8
9
0
10
20
30
40
50
60
VIABLE CELLS (LOG OF CFU/ML)
RECCE® 327 activity in 10%
LB:P. aeruginosa_PAO1
_P. aeruginosa

CONTROL
1X MIC (1,560 PPM)
2X MIC (3,120 PPM)
5X MIC (7,800 PPM)
A
i
LUMINESCENCE (ARBITRARY UNITS)
TP Levels in_P. aeruginosa_PA01 Treated with RECCE® 327
n 10% LB
V
i
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

0
20,000,000
10,000,000
30,000,000
40,000,000
50,000,000
60,000,000
VIABLE CELLS (LOG OF CFU/ML)
iable Cells in_P. aeruginosa_PA01 Treated with RECCE® 327
n 10% LB
EXPOSURE TIME (MINUTES)
2
5
4
3
6
7
8
9
0
10
20
30
40
50
60
RECCE® 327 activity in 10%
LB:A. baumannii_ATCC 17978
_A. baumannii

CONTROL
1X MIC (780 PPM)
2X MIC (1,560 PPM)
5X MIC (3,900 PPM)
A
R
LUMINESCENCE (ARBITRARY UNITS)
TP Levels in_A. baumannii_ATCC 17978 Treated with
ECCE® 327 in 10% LB
V
R
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

0
5,000,000
20,000,000
15,000,000
10,000,000
25,000,000
30,000,000
35,000,000
45,000,000
40,000,000
VIABLE CELLS (LOG OF CFU/ML)
iable Cells in_A. baumannii_ATCC 17978 Treated with
ECCE® 327 in 10% LB
EXPOSURE TIME (MINUTES)
2
5
4
3
6
7
8
9
0
10
20
30
40
50
60
RECCE® 327 activity in 10%
LB:K. pneumoniae_ATCC 700603
_K. pneumoniae

CONTROL
1X MIC (2,080 PPM)
2X MIC (4,160 PPM)
5X MIC (10,400 PPM)

R
LUMINESCENCE (ARBITRARY UNITS)
ATP Levels in_K. pneumoniae_ATCC 700603 Treated with
ECCE® 327 in 10% LB
V
R
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

0
2,000,000
8,000,000
6,000,000
4,000,000
10,000,000
12,000,000
14,000,000
VIABLE CELLS (LOG OF CFU/ML)
iable Cells in_K. pneumoniae_ATCC 700603 Treated with
ECCE® 327 in 10% LB
2
5
4
3
6
7
8
0
30
40
50
60

20
10
EXPOSURE TIME (MINUTES)
RECCE® 327 activity in 10%
LB:S. aureus_ATCC 29213
_S. aureus

CONTROL
1X MIC (520 PPM)
2X MIC (1,040 PPM)
5X MIC (2,600 PPM)
A
R
LUMINESCENCE (ARBITRARY UNITS)
TP Levels in_S. aureus_ATCC 29213 Treated with
ECCE® 327 in 10% LB
Viable Cells in_S. aureus_ATCC 29213 Treated with
RECCE® 327 in 10% LB
EXPOSURE TIME (MINUTES)
EXPOSURE TIME (MINUTES)
0
10
20
30
40
50
60

0
5,000,000
20,000,000
15,000,000
10,000,000
25,000,000
30,000,000
35,000,000
50,000,000
45,000,000
40,000,000
2
5
4
3
6
7
8
9
0
10
20
30
40
50
60
VIABLE CELLS (LOG OF CFU/ML)