SOMNOMED LIMITED — Proxy Solicitation & Information Statement 2024

May 19, 2024

All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
• By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760

(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1: APPOINTMENT OF PROXY

Appointment of a Second Proxy

To appoint a second proxy, you must:

STEP 2: VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3: SIGN THE FORM

STEP 4: LODGEMENT

YOUR VOTE IS IMPORTANTFor your vote to be effective it must be recordedbefore	10:00am (AEST) Tuesday	EL25June 2024.
TO VOTE BY COMPLETING THE PROXY FORM
MSTEP 1: APPOINTMENT OF PROXYIndicate who you want to appoint as your Proxy.If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If youwish to appoint someone other than the Chairman of the Meeting as your proxy, pleasewrite the full name of that individual or body corporate. If you leave this section blank, oryour named proxy does not attend the meeting, the Chairman of the Meeting will be yourproxy. A proxy need not be a security holder of the company. Do not write the name of theAissuer company or the registered securityholder in the space.Appointment of a Second ProxyYou are entitled to appoint up to two proxies to attend the meeting and vote. If you wish toappoint a second proxy, an additional Proxy Form may be obtained by contacting thecompany's securities registry or you may copy this form.To appoint a second proxy, you must:(a) complete two Proxy Forms. On each Proxy Form state the percentage of your votingrights or the number of securities applicable to that form. If the appointments do notspecify the percentage or number of votes that each proxy may exercise, each proxy mayexercise half your votes. Fractions of votes will be disregarded.(b) return both forms together in the same envelope.	PSTEP 3: SIGN THE FORMThe form must be signed as follows:Individual: This form is to be signed by the securityholder.Joint Holding: where the holding is in more than one name, all the securityholders shouldsign.Power of Attorney: to sign under a Power of Attorney, you must have already lodged itwith the registry. Alternatively, attach a certified photocopy of the Power of Attorney to thisform when you return it.Companies: this form must be signed by a Director jointly with either another Director or aCompany Secretary. Where the company has a Sole Director who is also the SoleCompany Secretary, this form should be signed by that person. Please indicate the officeheld by signing in the appropriate place.STEP 4: LODGEMENTProxy forms (and any Power of Attorney under which it is signed) must be received no laterthan 48 hours before the commencement of the meeting, therefore by 10:00am (AEST) onTuesday 25 June 2024. Any Proxy Form received after that time will not be valid for thescheduled meeting.Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
STEP 2: VOTING DIRECTIONS TO YOUR PROXY	By Fax	+ 61 2 9290 9655
STo direct your proxy how to vote, mark one of the boxes opposite each item of business.All your securities will be voted in accordance with such a direction unless you indicateonly a portion of securities are to be voted on any item by inserting the percentage ornumber that you wish to vote in the appropriate box or boxes. If you do not mark any ofthe boxes on a given item, your proxy may vote as he or she chooses. If you mark morethan one box on an item for all your securities your vote on that item will be invalid.	 By Mail	Boardroom Pty LimitedGPO Box 3993,Sydney NSW 2001 Australia
Proxy which is a Body CorporateWhere a body corporate is appointed as your proxy, the representative of that body	In Person	Boardroom Pty LimitedLevel 8, 210 George StreetSydney NSW 2000 Australia

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

the Chairman of the Meeting (mark box)

STEP 1	APPOINT A PROXY
		I/We being a member/s of SomnoMed Limited (Company) and entitled to attend and vote hereby appoint
	the Chairman of the Meeting (mark box)
	appointing as your proxy below	OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are
		or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Extraordinary GeneralMeeting of the Company to be held at Level 2, 20 Clarke Street, Crows Nest NSW 2065 at 10:00am (AEST) on Thursday 27 June 2024 at and at any adjournment of thatmeeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.	E
	management personnel for the Company.	PThe Chairman of the Meeting is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxyor the Chairman of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of any resolution, I/we expressly authorise theChairman of the Meeting to exercise my/our proxy in respect of this Item even though this resolution is connected with the remuneration of Directors or of a member of the key	L
		The Chairman of the Meeting will vote all undirected proxies in favour of all Items of business. If you wish to appoint the Chairman of the Meeting as your proxy with a directionto vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that item.
STEP2	VOTING DIRECTIONS
	not be counted in calculating the required majority if a poll is called.	* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will
Ordinary Business		M	ForAgainstAbstain*
Resolution 1		Issue of Options under the Employee Share Option Plan 2021 to Ms Amrita Blickstead
Resolution 2		Issue of Options under the Employee Share Option Plan 2021 to Ms Karen Borg
Resolution 3	Approval of potential termination benefits to Ms Amrita Blickstead
Resolution 4	Approval of potential termination benefits to Ms Karen Borg
ASSTEP3SIGNATURE OF SHAREHOLDERSThis form must be signed to enable your directions to be implemented.
	Individual or Securityholder 1	Securityholder 2	Securityholder 3
	Sole Director and Sole Company Secretary	Director	Director / Company Secretary
	Contact Name……………………………………………	Contact Daytime Telephone………………………	Date// 2024