NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT OF SYNTARA LIMITED

TO BE HELD AS A VIRTUAL MEETING AT 10:00 AM (SYDNEY TIME) ON 17 FEBRUARY 2025

TO BE VALID, DULY COMPLETED PROXY VOTING FORMS MUST BE RECEIVED BY NO LATER THAN 10:00 AM (SYDNEY TIME) ON 15 FEBRUARY 2025

IMPORTANT This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your professional adviser immediately.

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17 January 2025

Dear Shareholder,

A general meeting ( Meeting ) of Syntara Limited ( Company or Syntara ) will be held as a virtual meeting via live webcast at 10:00 am (Sydney time) on 17 February 2025. The Notice of Meeting along with a Proxy Voting Form are enclosed.

On 12 December 2024, Syntara announced that it had received firm commitments to raise approximately $15.0 million by way of a two-tranche placement at $0.06 per share comprising: (i) the issue of approximately 206 million fully paid ordinary shares in the capital of the Company ( Shares ) at $0.06 per Share, to raise approximately $12.4 million within the Company’s 15% placement capacity under ASX Listing Rule 7.1 ( Tranche 1 ); and (ii) the issue of approximately 44 million fully paid ordinary shares at $0.06 per Share, to raise another approximately $2.6 million ( Tranche 2 ). Tranche 2 requires shareholder approval as it exceeds the Company’s 15% placement capacity under ASX Listing Rules 7.1 and includes a $0.58 million investment by a fund associated with a director of the Company. The Company also agreed to grant an aggregate total of 8,999,715 options with an exercise price of $0.1063 and an expiry date of 14 February 2028 ( Option Fees ) to Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited as consideration for the provision of corporate advisory services to the Company.

The purpose of the Meeting is to obtain shareholder approval for Tranche 2, for participation by a fund associated with one of our directors to acquire shares in Tranche 2, to approve the grant of the Option Fees and to refresh the Company’s capacity to issue Shares under ASX Listing Rule 7.1 by ratifying the previous issue of securities under Tranche 1.

Details of the resolutions to be considered at the Meeting are contained in the Explanatory Statement which accompanies the Notice of Meeting.

Even if you plan to attend the Meeting online, we encourage you to submit a proxy vote online by visiting https://www.votingonline.com.au/sntgm2025 as early as possible and in any event by no later than 10:00 am (Sydney time) on 15 February 2025. Shareholders wishing to ask questions are encouraged to email [email protected] in advance of the Meeting.

In the event that it is necessary for the Company to give further updates, information will be provided on the Company’s website and lodged with the Australian Securities Exchange.

We look forward to welcoming you at the Meeting.

Yours faithfully Syntara Limited

David McGarvey Company Secretary

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Notice of General Meeting

Notice is hereby given that a General Meeting ( Meeting ) of shareholders of Syntara Limited ABN 75 082 811 630 ( Company or Syntara ) will be held as a virtual meeting via live webcast at 10:00 am (Sydney time) on 17 February 2025.

Attendance via online platforms

The Company will be using two separate platforms to conduct the Meeting. To both participate (including to ask questions and make comments) and vote you will need to use both platforms. We recommend logging in to both platforms at least 15 to 30 minutes prior to the scheduled start time for the Meeting using the instructions below.

To watch, listen, ask questions and make comments, enter the link to the Zoom platform https://us02web.zoom.us/webinar/register/WN_9iooDynxTSWRj1fNw0w1qw into a web browser on your computer. If you plan to use your mobile device you are encouraged to register in advance using the same link to ensure systems compatibility and, if necessary, download the Zoom app.

To vote in the Meeting, securityholders must use the Lumi meeting platform. You can log in by entering the following URL https://meetings.lumiconnect.com/300-988-666-938 on your computer, tablet or smartphone. Online registration will open 30 minutes before the Meeting. To make the registration process quicker, please have your SRN/HIN ready. Proxyholders and custodians will need to contact Boardroom by calling 1300 737 760 before the Meeting to obtain their login details.

You can cast votes at the appropriate times while the Meeting is in progress. For full details on how to log on and vote online, please refer to the user guide available at https://www.reportsonline.net.au/?documentid=F4A2BB6E70D44086906476591162A544.

Questions and comments

Shareholders and proxyholders can participate during the Meeting by asking questions or making comments verbally and in writing on the Zoom platform. Please note, only shareholders and proxyholders may ask questions or make comments.

It may not be possible to respond to all questions and we may group our response to similar questions. Accordingly, shareholders are encouraged to lodge questions and comments as early as possible prior to the Meeting by email to [email protected], ideally by no later than 15 February 2025.

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ITEMS OF BUSINESS

1. Resolution 1 - Approval of issue of shares under Tranche 2

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 44,028,744 fully paid ordinary shares in the capital of Syntara Limited ( Company ) at $0.06 per share to institutional and sophisticated investors ( Tranche 2 ), as described in the Explanatory Statement accompanying this Notice of Meeting.

Resolution 2 - Approval of the issue of shares to an associate of Mr Hashan De Silva, a director of the Company, under Tranche 2

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 9,753,442 fully paid ordinary shares in the capital of the Company at $0.06 per share to AMAL Security Services Pty Ltd as trustee of the KP Rx Healthcare Trust or its nominee, an associate of Mr Hashan De Silva, a director of the Company, as part of Tranche 2, on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.

Resolution 3 – Approval of the grant of Option Fees to the Corporate Advisors

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of an aggregate total of 8,999,715 options over fully paid ordinary shares in the capital of the Company with each option exercisable into one new fully paid ordinary share in the capital of the Company, with an exercise price of $0.1063 and an expiry date of 14 February 2028 ( Option Fees ) to Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited ( Corporate Advisors ), as described in the Explanatory Statement accompanying this Notice of Meeting.

4. Resolution 4 - Ratification of previous issue of Tranche 1 securities

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of 205,971,256 fully paid ordinary shares in the Company at $0.06 per share on 19 December 2024 to institutional and sophisticated investors ( Tranche 1 ), as described in the Explanatory Statement accompanying this Notice of Meeting, is ratified and approved.

NOTES AND IMPORTANT INFORMATION

VOTING RESTRICTIONS

Resolution 1 – As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of resolution 1:

a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed Tranche 2 issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
b) any associates of any such person.

However, the Company need not disregard a vote cast in favour of resolution 1 by:

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

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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.

Resolution 2 – As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of resolution 2:

a) by the fund identified in resolution 2 who is to receive shares in the Company, and any other person who will obtain a material benefit as a result of the proposed share issue (except solely in the capacity of a holder of ordinary shares); or
b) any associates of any such person.

However, the Company need not disregard a vote cast in favour of resolution 2 by:

c) 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
d) 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
e) 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.

Resolution 3 – As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of resolution 3:

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

However, the Company need not disregard a vote cast in favour of resolution 3 by:

c) 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
d) 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
e) 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.

Resolution 4 – As required by the ASX Listing Rules, the Company will disregard any votes cast in favour of resolution 4 by or on behalf of:

a) any person who participated in Tranche 1; or
b) any associates of any such person.

However, the Company need not disregard a vote cast in favour of resolution 4 by:

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

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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 ENTITLEMENTS

The Company has determined that the shareholders eligible to attend and vote at the Meeting will be the registered holders of ordinary shares in the Company at 7:00 pm (Sydney time) on 15 February 2025.

Securities held by or for an employee incentive scheme must only be voted on a resolution required under the ASX Listing Rules if and to the extent: (a) they are held for the benefit of a nominated participant in the scheme; (b) the nominated participant is not excluded from voting on the resolution under the ASX Listing Rules; and (c) the nominated participant has directed how the securities are to be voted.

PROXIES

Shareholders have the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to two or more votes they may appoint two proxies and may specify the percentage of votes that each proxy is appointed to exercise. If a shareholder does not specify, then each proxy may exercise half of the shareholder’s votes. A Proxy Voting Form has been included with this Notice of Meeting. Proxy voting instructions are provided with the Proxy Voting Form.

You may submit your proxy online by visiting https://www.votingonline.com.au/sntgm2025 . To use the online facility you will require the secure access information set out on your Proxy Voting Form. You will be taken to have duly executed the Proxy Voting Form if you lodge it in accordance with the instructions prior to 10:00 am (Sydney time) on 15 February 2025. Custodians should contact Boardroom to submit their votes.

Completed proxies can also be lodged with the Company’s share registry, Boardroom Limited: By hand: Level 8, 210 George Street, Sydney NSW 2000 By post : GPO Box 3993, Sydney NSW 2001

For questions, please contact : 1300 737 760 (in Australia) or +61 2 9290 9600 (International)

Duly completed proxies must be received by no later than 10:00 am (Sydney time) on 15 February 2025.

POWER OF ATTORNEY

If a shareholder has appointed an attorney to attend and vote at the Meeting, or if a Proxy Voting Form is signed by an attorney, a certified copy of the power of attorney must likewise be received by Boardroom Limited or the Company by no later than 10:00 am (Sydney time) on 15 February 2025 by one of the means listed above.

CORPORATE REPRESENTATIVES

If a corporate shareholder wishes to appoint a person to act as a representative at the Meeting, a completed “Appointment of Corporate Representative” form must be received by Boardroom Limited or the Company by no later than 10:00 am (Sydney time) on 15 February 2025 by one of the means listed above. A form may be obtained from Boardroom or online at https://www.investorserve.com.au/.

APPOINTMENT OF THE CHAIR OF THE MEETING OR OTHER KEY MANAGEMENT PERSONNEL AS YOUR PROXY

If the Chair of the Meeting is appointed, or taken to be appointed, as your proxy, you can direct the chair of the Meeting to vote “For”, “Against”, or to “Abstain” from voting on, any of the resolutions by marking the appropriate box opposite the relevant resolution on the Proxy Voting Form.

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However, if the Chair of the Meeting is your proxy and you do not mark any of the boxes opposite any of the resolutions, your undirected proxies held by the Chair will be taken as an express authorisation for the Chair to vote as he or she decides, in which case the Chair of the Meeting intends to vote in accordance with the stated intention below.

HOW THE CHAIR OF THE MEETING WILL VOTE UNDIRECTED PROXIES

Subject to the law, the Chair of the Meeting will vote undirected proxies on, and in favour of, all resolutions stated in this Notice of Meeting. Shareholders can appoint the Chair of the Meeting as their proxy to vote contrary to this stated intention or to abstain from voting on a resolution. Shareholders are encouraged to direct their proxies how to vote.

By order of the Board Syntara Limited

Mr David McGarvey Company Secretary

17 January 2025

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EXPLANATORY STATEMENT

Background

On 12 December 2024, Syntara Limited ( Syntara or Company ) announced that it had received firm commitments to raise approximately $15 million by way of a two-tranche placement through the issue of new fully paid ordinary shares ( Shares ) at $0.06 per Share, comprising:

an initial placement of 205,971,256 Shares ( Tranche 1 Shares ) to institutional and sophisticated investors to raise approximately $12,358,275.36 ( Tranche 1 ), which were issued on 19 December 2024; and
a subsequent placement of an additional 44,028,744 Shares ( Tranche 2 Shares ) to institutional and sophisticated investors to raise approximately $2,641,724.64 ( Tranche 2 ) which we intend to issue on or shortly after the date of the general meeting of shareholders the subject of this Explanatory Statement ( Meeting ).

The issue price per Tranche 1 Share and Tranche 2 Share of $0.06 per share represents a discount of approximately 10.4% to the last traded price prior to announcement of the placement on 9 December 2024 ($0.067), a premium of approximately 10.4% to the 30-day volume weighted average share price ($0.054) up to and including 9 December 2024 and 114.3% higher than the placement announced in July 2024 (at $0.028). The Tranche 1 Shares were issued within the Company’s 15% capacity under ASX Listing Rule 7.1.

Tranche 2 requires shareholder approval as the issue of the Tranche 2 Shares exceeds the Company’s 15% capacity under ASX Listing Rule 7.1. The Company has agreed to issue 34,275,302 Tranche 2 Shares to investors that are not related parties or associates of related parties (as those terms are used in the ASX Listing Rules) of the Company. Subject to receipt of shareholder approval, the Company has agreed to issue 9,753,442 of the Tranche 2 Shares to AMAL Security Services Pty Ltd as trustee of the KP Rx Healthcare Trust or its nominee ( KP Rx ). Mr Hashan De Silva is a manager of KP Rx and therefore KP Rx is considered is an associate of Mr Hashan De Silva. Mr Hashan De Silva is a non-executive director and therefore a related party of the Company.

Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited were joint lead manager for the placement pursuant to a capital raising engagement agreement ( Joint Lead Managers ). The Company has entered into a separate engagement agreement with Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited ( Corporate Advisors ) dated 9 December 2024 ( Advisory Engagement Agreement ) pursuant to which the Corporate Advisors will provide corporate advisory services to the Company for a period of time following the placement. The fee payable by the Company for these corporate advisory services is an aggregate total of 8,999,715 options over fully paid ordinary shares in the Company with each option exercisable into one new fully paid ordinary share in the capital of the Company, an exercise price of $0.1063 and an expiry date of 14 February 2028 ( Option Fees ). The exercise price represents a 100% premium to the volume weighted average price of the Company’s Shares over the 30 days on which the Company’s shares traded on ASX prior to the date of the Advisory Engagement Agreement. The estimated value using a Black-Scholes model of the Option Fees calculated as at the date of Advisory Engagement Agreement is $375,000.

Resolution 1 - Approval of issue of shares under Tranche 2

The Company is seeking approval for the issue of the Tranche 2 Shares under ASX Listing Rule 7.1 and for all other purposes.

Purpose of approval

In general terms, ASX Listing Rule 7.1 provides that a listed company must not issue or agree to issue equity securities that total more than 15% of its fully paid ordinary shares in a 12 month period without the approval of its shareholders ( 15% Capacity ), subject to certain exceptions.

The issue of the Tranche 2 Shares would exceed the Company’s 15% Capacity. Accordingly, the Company is seeking shareholder approval to issue the Tranche 2 Shares to institutional and sophisticated investors under Tranche 2, for the purposes of ASX Listing Rule 7.1 and all other purposes. If resolution 1 is passed, then the Tranche 1 Shares will not count towards the Company’s 15% Capacity, and the Company will preserve the flexibility of being able to issue further equity securities over the next 12 months (within the 15% Capacity), without the delays involved with seeking prior shareholder approval. If resolution 1 is not passed by shareholders,

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unless resolution 4 is passed or another exception applies, the Company will not be able to proceed with Tranche 2.

Other than the issuances of securities described in this Explanatory Statement, the Board has not made a decision to undertake any further issue of Shares. The Board will only undertake further issues of equity securities if the Board considers it is in the best interests of the Company to do so.

Details of the proposed Tranche 2

The following information, in respect of the proposed issue of Tranche 2 Shares, is provided for the purposes of ASX Listing Rule 7.3:

Recipients of the securities : The Tranche 2 Shares are to be issued to a small group of institutional and sophisticated investors who subscribed for Tranche 2 Shares under Tranche 2 following a process conducted by Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited ( Joint Lead Managers ). The following substantial holder of the Company will receive Tranche 2 Shares: D&A Income, Ltd. All substantial shareholders will remain below 20% immediately post issue. Refer to resolution 2 with respect to participation in Tranche 2 by an associate of Mr Hashan De Silva. Other than as stated above, none of the following will be issued more than 1% of the issued capital of the Company under Tranche 2 – a related party of the Company, a member of the Company’s key management personnel, a substantial holder of the Company, an adviser to the Company, or an associate of any of the foregoing.
Number and class of securities issued : A maximum of 44,028,744 fully paid ordinary shares in the capital of the Company will be issued under Tranche 2. Of this amount, it is proposed that 9,753,442 Tranche 2 Shares be issued to KP Rx or its nominee(s) subject to the passing of resolution 2.
Fully paid ordinary shares : The Tranche 2 Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing Shares then on issue.
Date on which the securities will be issued : Anticipated to be on or around the date of the Meeting and in any case, no later than 3 months after the date of the Meeting.
Price of the securities : The Tranche 2 Shares will be issued at $0.06 per share representing approximately $2,641,724.64 gross aggregate consideration.
Purpose of the issue and intended use of the funds raised : The purpose of the issue is to raise funds. The funds raised will provide funding for the Company’s MF combination clinical trials, iRBD/Parkinson’s and scar trials, MDS clinical trial, drug development and employee research costs, in addition to general working capital purposes and capital raising costs.

Board recommendation

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

Resolution 2 - Approval of issue of shares to an associate of Mr Hashan De

Silva, a director of the Company, under Tranche 2

The Company is seeking shareholder approval under ASX Listing Rule 10.11 to approve the agreement to issue, and subsequent issue of, 9,753,442 Tranche 2 Shares to KP Rx, a fund that is an associate of one of our non-executive directors, Mr Hashan De Silva.

Purpose of approval

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rules 10.12 applies, a listed company must not issue or agree to issue equity securities to any of the following persons unless it obtains approval of its shareholders:

(ASX Listing Rule 10.11.1) a related party;
(ASX Listing Rule 10.11.2) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(ASX Listing Rule 10.11.3) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

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(ASX Listing Rule 10.11.4) an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or
(ASX Listing Rule 10.11.5) a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.

Subject to various exceptions, in general terms a person (the second person) is an associate of another person (the primary person) in relation to a listed entity if, and only if, one or more of the following paragraphs applies:

in the case of a primary person who is a natural person, the second person is an entity the primary person controls;
in the case of a primary person who is an entity, the second person is: (i) an entity the primary person controls; or (ii) an entity that controls the primary person; or (iii) an entity that is controlled by an entity that controls the primary person;
the second person is a person with whom the primary person has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the listed entity’s board or the conduct of the listed entity’s affairs; or
the second person is a person with whom the primary person is acting, or proposing to act, in concert in relation to the listed entity’s affairs.

Mr De Silva has been a non-executive director of the Company since January 2023. As a director Mr De Silva is a related party of the Company. The issue of, and agreement to issue, Tranche 2 Shares to KP Rx falls within ASX Listing Rule 10.11.4 as KP Rx is an associate of Mr De Silva. The issue and agreement to issue does not fall within any of the exceptions in ASX Listing Rule 10.12 and therefore requires approval of Syntara’s shareholders under ASX Listing Rule 10.11.

Accordingly, resolution 2 seeks shareholder approval under ASX Listing Rule 10.11 to approve the agreement to issue, and the issue of, 9,753,442 of the Tranche 2 Shares to KP Rx. If shareholder approval is given for the purposes of ASX Listing Rule 10.11, approval for the issuance of those 9,753,442 Tranche 2 Shares will not be counted towards the Company’s 15% Capacity.

If shareholder approval is not given for Resolution 2, Syntara will not proceed with the issue of the 9,753,442 Tranche 2 Shares to KP Rx and the Company may instead seek to issue the relevant Tranche 2 Shares to entities that are not related parties or associates of related parties.

Details of proposed issue of 9,753,442 Tranche 2 Shares to KP Rx

The following information is provided for the purposes of ASX Listing Rule 10.13:

Recipient of the securities: AMAL Security Services Pty Ltd as trustee of the KP Rx Healthcare Trust or its nominee.
Which category in ASX Listing Rules 10.11.1 – 10.11.5 the person falls within and why: ASX Listing Rule 10.11.4. KP Rx is an associate of Mr Hashan De Silva. Mr De Silva is a related party of the Company as he is a non-executive director of the Company.
The number and class of securities to be issued to the person: A maximum of 9,753,442 fully paid ordinary shares in the capital of the Company.
Fully paid ordinary shares : The Tranche 2 Shares will be fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s existing Shares then on issue.
The date or dates on or by which the entity will issue the securities: Anticipated to be on or around the date of the Meeting and in any case, no later than 1 month after the date of the Meeting.
The price or other consideration the entity will receive for the issue. $0.06 per Tranche 2 Share, representing approximately $585,206.52 in gross aggregate consideration.
Purpose of the issue and intended use of the funds raised : The purpose of the issue is to raise funds. The funds raised will provide funding for the Company’s MF combination clinical trials, iRBD/Parkinson’s and scar trials, MDS clinical trial, drug development and employee research costs, in addition to general working capital purposes and capital raising costs. The purpose of the issue is not to intended to remunerate or incentivise Mr De Silva.

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Other material terms of the agreement to issue : The material terms of the agreement to issue are as set out above. The agreement to issue provides that KP Rx will subscribe for the relevant Tranche 2 Shares, subject to receipt of relevant shareholder approval.

Board recommendation

The Board, with Mr De Silva abstaining, recommends that shareholders vote in favour of resolution 2.

Resolution 3 – Approval of the grant of Option Fees to the Corporate Advisors

As noted above, the Company has entered into an Advisory Engagement Agreement with the Corporate Advisors (being Canaccord Genuity (Australia) Limited and Euroz Hartleys Limited) pursuant to which the Corporate Advisors will provide corporate advisory services to the Company for a period of time following the placement described above. The fee payable by the Company for these corporate advisory services is an aggregate total of 8,999,715 options over fully paid ordinary shares in the Company with each option exercisable into one new fully paid ordinary share in the capital of the Company, an exercise price of $0.1063 and an expiry date of 14 February 2028, the Option Fees .

The Company is seeking approval for the issue of the Option Fees under ASX Listing Rule 7.1 and for all other purposes.

Purpose of approval

As noted above, ASX Listing Rule 7.1 provides that a listed company must not issue or agree to issue equity securities in excess of its 15% Capacity, subject to certain exceptions.

The issue of the Option Fees would exceed the Company’s 15% Capacity. Accordingly, the Company is seeking shareholder approval to issue the Option Fees to the Corporate Advisors, for the purposes of ASX Listing Rule 7.1 and all other purposes. If resolution 3 is passed, then the Option Fees will not count towards the Company’s 15% Capacity, and the Company will preserve the flexibility of being able to issue further equity securities over the next 12 months (within the 15% Capacity), without the delays involved with seeking prior shareholder approval. If resolution 3 is not passed by shareholders, the Company will not be able to proceed with the issue of the Option Fees in reliance on resolution 3. The Company will instead need to grant the Option Fees in reliance on the passing of resolution 4 (or in some other manner which does not exceed the 15% Capacity). The grant of the Option Fees in this way would reduce the Company’s 15% Capacity to the extent of the Option Fees.

Other than the issuances of securities described in this Explanatory Statement, the Board has not made a decision to undertake any further issue of securities. The Board will only undertake further issues of equity securities if the Board considers it is in the best interests of the Company to do so.

Details of the proposed Option Fees

The following information, in respect of the proposed issue of Option Fees, is provided for the purposes of ASX Listing Rule 7.3:

Recipients of the securities : The Option Fees would be issued to the Corporate Advisors in accordance with the terms of a corporate Advisory Engagement Agreement between the Company and the Corporate Advisors. Other than as stated above, none of the following will be issued more than 1% of the issued capital of the Company in Option Fees– a related party of the Company, a member of the Company’s key management personnel, a substantial holder of the Company, an adviser to the Company, or an associate of any of the foregoing.
Number and class of securities issued : An aggregate maximum total of 8,999,715 unquoted options over fully paid ordinary shares in the capital of the Company with each option exercisable into one new fully paid ordinary share in the capital of the Company, at an exercise price of $0.1063 and an expiry date of 14 February 2028 (being the Option Fees). The Company will seek quotation of any shares issued on exercise of the Option Fees.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities : Each Option Fee is exercisable into one new fully paid ordinary share in the capital of the Company. If the Company undertakes a reorganisation of its capital via a split or consolidation of its securities on issue, the Company will adjust the option terms in accordance with the ASX Listing Rules. The Option Fees are being granted for the

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performance of corporate advisory services but nil upfront cash consideration. Each Option Fee has an exercise price of $0.1063 and an expiry date of 14 February 2028. The exercise price was calculated as, and represents a, 100% premium to the volume weighted average price of the Company’s Shares over the 30 days on which the Company’s Shares traded on ASX prior to the date of the Advisory Engagement Agreement, being 9 December 2024.

Date on which the securities will be issued : Anticipated to be on or around the date of the Meeting and in any case, no later than 3 months after the date of the Meeting.
Price of the securities : The Option Fees are being granted for the performance of corporate advisory services by the Corporate Advisors but for nil grant cash consideration. Each Option Fee has an exercise price of $0.1063 and an expiry date of 14 February 2028. The exercise price represents a 100% premium to the volume weighted average price of the Company’s Shares over the 30 days on which the Company’s shares traded on ASX prior to the date of the corporate Advisory Engagement Agreement, which was dated 9 December 2024. The estimated value using a Black-Scholes model of the Option Fees calculated as at the date of Advisory Engagement Agreement is $375,000.
Purpose of the issue and intended use of the funds raised : The purpose of the issue is to satisfy fees payable by the Company to the Corporate Advisors for corporate advisory services being provided under the Advisory Engagement Agreement. In addition, if any of the Option Fees are exercised, the Company would receive the exercise price payable, which would be used for general working capital purposes.
Other material terms of the agreement to issue : Pursuant to the Advisory Engagement Agreement the Corporate Advisors will provide advisory services to assist with its on-going corporate strategy requirements. The engagement is for a minimum period of 3 months from 9 December 2024 and may thereafter be terminated by the Company. The Advisory Engagement Agreement is subject to earlier termination by the Corporate Advisors. Successful completion of the issuance of the Tranche 1 Shares and Tranche 2 Shares is a condition precedent to the effectiveness of the Advisory Engagement Agreement. The Company provides the Corporate Advisors with customary indemnification and releases with respect to claims arising from the performance of the advisory services.

Board recommendation

The Board recommends that shareholders vote in favour of resolution 3.

Resolution 4 – Ratification of previous issue of Tranche 1 securities

The Company is seeking shareholder approval for the issue of the Tranche 1 Shares pursuant to ASX Listing Rule 7.4.

Purpose of approval

In general terms, ASX Listing Rule 7.1 provides that a listed company must not issue or agree to issue equity securities that total more than its 15% Capacity, subject to certain exceptions.

However, ASX Listing Rule 7.4 allows an issue of, or agreement to issue, securities made without shareholder approval to be treated as having been made with approval for the purposes of ASX Listing Rule 7.1, if the issue or agreement to issue did not breach ASX Listing Rule 7.1 and is subsequently approved by shareholders.

Accordingly, if shareholders ratify the issue of Tranche 1 Shares by way of approving resolution 4, the Tranche 1 Shares will be treated to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1, and will no longer be counted towards the Company’s 15% Capacity. This effectively refreshes the Company’s 15% Capacity in respect of the Tranche 1 Shares.

If resolution 4 is not passed, it will not have any effect on Tranche 1, but the Company’s 15% Capacity will not be refreshed to the extent of the Tranche 1 Shares and the Company’s ability to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for 12 months following the issue of the Tranche 1 Shares will be restricted, unless an exception in the Listing Rules apply. If resolution 4 is passed but resolution 1 is not passed, the Company will be able to issue the Tranche 2 Shares but issuance of Tranche 2 Shares will reduce the Company’s 15% Capacity to the extent of the Tranche 2 Shares.

The Directors consider it to be in the best interests of the Company to maintain the Company’s ability to issue equity securities up to its 15% Capacity under ASX Listing Rule 7.1.

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Details of Tranche 1

The following information is provided for the purposes of ASX Listing Rule 7.5:

The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified or selected : The Tranche 1 Shares were issued to a small group of institutional and sophisticated investors who subscribed for Tranche 1 Shares following a process conducted by the Joint Lead Managers. The following substantial holder of the Company received Tranche 1 Shares: Platinum Investment Management Ltd. All substantial shareholders remained below 20% immediately post issue. Other than as stated above, none of the following were issued more than 1% of the issued capital of the Company under Tranche 1 – a related party of the Company, a member of the Company’s key management personnel, a substantial holder of the Company, an adviser to the Company, or an associate of any of the foregoing.
Number and class of securities issued : 205,971,256 fully paid ordinary shares in the capital of the Company were issued under Tranche 1.
Fully paid ordinary shares : The Tranche 1 Shares are fully paid ordinary shares in the capital of the Company and rank equally with the Company’s existing Shares on issue.
Date on which the securities were issued : 19 December 2024.
Price of the securities : $0.06 per Tranche 1 Share representing approximately $12,358,275.36 as gross aggregate consideration.

Purpose of the issue and intended use of the funds raised : The purpose of the issue is to raise funds. The funds raised will provide funding for the Company’s MF combination clinical trials, iRBD/Parkinson’s and scar trials, MDS clinical trial, drug development and employee research costs, in addition to general working capital purposes and capital raising costs.

Board recommendation

The Board unanimously recommends that shareholders vote in favour of resolution 4.

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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

For your vote to be effective it must be recorded before 10:00am (Sydney time) on Saturday, 15 February 2025.

 TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/sntgm2025 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The 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 should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To 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 indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

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.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting therefore by 10:00am (Sydney time) on Saturday, 15 February 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/sntgm2025  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

��

Syntara Limited ABN 75 082 811 630

Your Address

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

I/We being a member/s of Syntara Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Monday, 17 February, 2025 at 10:00am (Sydney time) and at any adjournment of that meeting, 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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * 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 not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution	1	Approval of issue of shares under Tranche 2
Resolution	2	Approval of the issue of shares to an associate of Mr Hashan De Silva, a director of the Company, under Tranche 2
Resolution	3	Approval of the grant of Option Fees to the Corporate Advisors
Resolution	4	Ratification of previous issue of Tranche 1 securities

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STEP 3 SIGNATURE OF SECURITYHOLDERS This 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		/	/ 2025

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17 January 2025

Dear Shareholder,

Notice is given that a general meeting ( Meeting ) of Syntara Limited ( Company ) will be held as a virtual meeting via live webcast at 10:00 am (Sydney time) on 17 February 2025 .

The Notice of Meeting and Explanatory Statement ( Meeting Materials ) are being made available electronically. You can access the Meeting Materials online by visiting https://www.votingonline.com.au/sntgm2025 and logging in using the access information on the enclosed Proxy Voting Form. You can also access the information at our website https://syntaratx.com.au/investors/ or at www.asx.com.au under the Company’s ASX code “SNT”.

The enclosed Proxy Voting Form and the Meeting Materials provide more information on how to vote and participate in the Meeting. The Company will be using two separate platforms to conduct the Meeting. To watch, listen, ask questions and make comments , enter the link to the Zoom platform https://us02web.zoom.us/webinar/register/WN_9iooDynxTSWRj1fNw0w1qw. To vote at the Meeting , securityholders must use the Lumi meeting platform. You - can log in by entering the following URL https://meetings.lumiconnect.com/300 988-666-938. For full details of how to use the Lumi platform, go to https://www.reportsonline.net.au/?documentid=F4A2BB6E70D4408690647659116 2A544..

We encourage you to receive electronic communications from the Company in the future. To do so, please update your communication elections online at https://www.investorserve.com.au. If you have not yet registered, you will need your Shareholder information, including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Boardroom Pty Limited, at [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (Sydney Time) Monday to Friday, to arrange a copy.

We look forward to welcoming you at the Meeting.

Yours faithfully Syntara Limited

David McGarvey Company Secretary

SYNTARA LIMITED ABN 75 082 811 630

Unit 2, 20A Rodborough Road, Frenchs Forest, NSW, 2086, AUSTRALIA

+61 2 8760 1480 | [email protected] | www.syntaratx.com.au

Online Meeting Guide Syntara Limited GM 17 February 2025, 10:00am AEDT

Attending the meeting virtually

Those attending online will be able to view the meeting.

Shareholders and Proxyholders can ask questions and submit votes in real time.

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Scan to join the meeting
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To participate online, visit https://meetings.lumiconnect.com/300-988-666-938 on your smartphone, tablet or computer.

You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

To log in, you may require the following information:

Meeting ID: 300-988-666-938

Australian residents Voting Access Code

(VAC)

Postcode

(postcode of your registered address)

Overseas residents

Voting Access Code

(VAC)

Country Code

(three-character country code) e.g. New Zealand - NZL ; United Kingdom - GBR ; United States of America - USA ; Canada - CAN

Appointed Proxies

To receive your unique username and password, please contact Boardroom on 1300 737 760.

Guests

To register as a guest, you will need to enter your name and email address.

A full list of country codes can be found at the end of this guide.

Registering for the meeting

To participate in the meeting, follow the 1 direct link at the top of the page. Alternatively, visit

meetings.lumiconnect.com and enter the

unique 12-digit Meeting ID, provided above.

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Meeting ID
Join Meeting
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��
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2 To proceed into the meeting, you will need to read and accept the Terms and Conditions and select if you are a Shareholder / Proxy or a Guest. Note that only shareholders and proxies can vote and ask questions in the meeting.

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Meeting Name
Shareholder or Proxy Guest
Having trouble logging in?... v
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To register as a Shareholder, 3

enter your VAC and Postcode or Country Code and press Sign in.

To register as a Proxyholder, you will need your username and password as provided by Boardroom. In the ‘VAC/Username’ field enter your username and in the ‘Postcode/Country Code/Password’ field enter your password and press Sign in.

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Meeting Name
VAC/Username
Postcode/Country Code/Password
Having trouble logging in?... v
Sign in
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To register as a Guest,

enter your name and other requested details and press Continue.

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Meeting Name
First Name
Last Name
Email
Having trouble logging in?... v
Continue
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Navigation

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and open the virtual meeting.

A link to the virtual meeting will be provided on the home page. Click the link to open the meeting. The meeting will open in a separate browser tab on your device.

To Vote and ask Questions during the meeting, navigate back to the browser tab with the LUMI AGM platform open.

Voting

When the Chair declares the poll open:

⚬ A voting icon will appear on screen and the meeting resolutions will be displayed.
⚬ To vote, select one of the voting options. Your response will be highlighted.
⚬ To change your vote, simply select a different option to override.

There is no need to press a submit or send button. Your vote is automatically counted. Votes may be changed up to the time the Chair closes the poll.

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Poll Open
You have voted on 0 of 2 items
Resolution 1: Resolution text appears here.
Select a choice to send
For Against Abstain
Cancel
Resolution 2: Resolution text appears here.
Select a choice to send
For Against Abstain
Cancel
HOME VOTING MESSAGING
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----- Start of picture text -----

Poll Open
You have voted on 2 of 2 items
Resolution 1: Resolution text appears here.
For - Vote received
For Against Abstain
Cancel
Resolution 2: Resolution text appears here.
For - Vote received
For Against Abstain
Cancel
HOME VOTING MESSAGING
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Text Questions

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��
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To ask a written question, tap on the messaging
5 icon , type your question in the box at the top SEND
of the screen and press the send button .

Confirmation that your message has been received will appear.

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SEND
0 / 1000
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Questions sent via the Lumi platform may be
6 moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

A copy of your sent questions, along with any written responses, can be viewed by selecting "MY MESSAGES".

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Messaging
Ask a question SEND
0 / 1000
ALL MESSAGES MYMESSAGES
This is a copy of my question...
Wed 28 Oct 2024 13:43
Thanks for your question...
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Country Codes - Boardroom

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW	Aruba	DOM	Dominican Republic	LAO	Lao Pdr	QAT	Qatar
AFG	Afghanistan	DZA	Algeria	LBN	Lebanon	REU	Reunion
AGO	Angola	ECU	Ecuador	LBR	Liberia	ROU	Romania Federation
AIA	Anguilla	EGY	Egypt	LBY	Libyan Arab Jamahiriya	RUS	Russia
ALA	Aland Islands	ERI	Eritrea	LCA	St Lucia	RWA	Rwanda
ALB	Albania	ESH	Western Sahara	LIE	Liechtenstein	SAU	Saudi Arabia
AND	Andorra	ESP	Spain	LKA	Sri Lanka	SDN	Sudan
ANT	Netherlands Antilles	EST	Estonia	LSO	Kingdom of Lesotho	SEN	Senegal
ARE	United Arab Emirates	ETH	Ethiopia	LTU	Lithuania	SGP	Singapore
ARG	Argentina	FIN	Finland	LUX	Luxembourg	SGS	Sth Georgia & Sandwich Isl
ARM	Armenia	FJI	Fiji	LVA	Latvia	SHN	St Helena
ASM	American Samoa	FLK	Falkland Islands (Malvinas)	MAC	Macao	SJM	Svalbard & Jan Mayen
ATA	Antarctica	FRA	France	MAF	St Martin	SLB	Soloman Islands
ATF	French Southern	FRO	Faroe Islands	MAR	Morocco	SCG	Serbia & Outlying
ATG	Antigua & Barbuda	FSM	Micronesia	MCO	Monaco	SLE	Sierra Leone
AUS	Australia	GAB	Gabon	MDA	Republic Of Moldova	SLV	El Salvador
AUT	Austria	GBR	United Kingdom	MDG	Madagascar	SMR	San Marino
AZE	Azerbaijan	GEO	Georgia	MDV	Maldives	SOM	Somalia
BDI	Burundi	GGY	Guernsey	MEX	Mexico	SPM	St Pierre and Miqueion
BEL	Belgium	GHA	Ghana	MHL	Marshall Islands	SRB	Serbia
BEN	Benin	GIB	Gibraltar	MKD	Macedonia Former Yugoslav Rep	STP	Sao Tome and Principle
BFA	Burkina Faso	GIN	Guinea	MLI	Mali	SUR	Suriname
BGD	Bangladesh	GLP	Guadeloupe	MLT	Malta	SVK	Slovakia
BGR	Bulgaria	GMB	Gambia	MMR	Myanmar	SVN	Slovenia
BHR	Bahrain	GNB	Guinea-Bissau	MNE	Montenegro	SWE	Sweden
BHS	Bahamas	GNQ	Equatorial Guinea	MNG	Mongolia	SWZ	Swaziland
BIH	Bosnia & Herzegovina	GRC	Greece	MNP	Northern Mariana Islands	SYC	Seychelles
BLM	St Barthelemy	GRD	Grenada	MOZ	Mozambique	SYR	Syrian Arab Republic
BLR	Belarus	GRL	Greenland	MRT	Mauritania	TCA	Turks & Caicos
BLZ	Belize	GTM	Guatemala	MSR	Montserra	TCD	Chad
BMU	Bermuda	GUF	French Guiana	MTQ	Martinique	TGO	Congo
BOL	Bolivia	GUM	Guam	MUS	Mauritius	THA	Thailand
BRA	Brazil	GUY	Guyana	MWI	Malawi	TJK	Tajikistan
BRB	Barbados	HKG	Hong Kong	MYS	Malaysia	TKL	Tokelau
BRN	Brunei Darussalam	HMD	Heard & McDonald Islands	MYT	Mayotte	TKM	Turkmenistan
BTN	Bhutan	HND	Honduras	NAM	Namibia	TLS	East Timor Republic
BUR	Burma	HRV	Croatia	NCL	New Caledonia	TMP	East Timor
BVT	Bouvet Island	HTI	Haiti	NER	Niger	TON	Tonga
BWA	Botswana	HUN	Hungary	NFK	Norfolk Island	TTO	Trinidad & Tobago
CAF	Central African Republic	IDN	Indonesia	NGA	Nigeri	TUN	Tunisia
CAN	Canada	IMN	Isle Of Man	NIC	Nicaragua	TUR	Turkey
CCK	Cocos (Keeling) Islands	IND	India	NIU	Niue	TUV	Tuvalu
CHE	Switzerland	IOT	British Indian Ocean Territory	NLD	Netherlands	TWN	Taiwan
CHL	Chile	IRL	Ireland	NOR	Norway	TZA	Tanzania
CHN	China	IRN	Iran Islamic Republic of	NPL	Nepal	UGA	Uganda
CIV	Cote D’ivoire	IRQ	Iraq	NRU	Nauru	UKR	Ukraine
CMR	Cameroon	ISL	Iceland	NZL	New Zealand	UMI	United States Minor Outlying
COD	Democratic Republic of Congo	ISM	British Isles	OMN	Oman	URY	Uruguay
COK	Cook Islands	ISR	Israel	PAK	Pakistan	USA	United States of America
COL	Colombia	ITA	Italy	PAN	Panama	UZB	Uzbekistan
COM	Comoros	JAM	Jamaica	PCN	Pitcairn Islands	VNM	Vietnam
CPV	Cape Verde	JEY	Jersey	PER	Peru	VUT	Vanuatu
CRI	Costa Rica	JOR	Jordan	PHL	Philippines	WLF	Wallis & Fortuna
CUB	Cuba	JPN	Japan	PLW	Palau	WSM	Samoa
CYM	Cayman Islands	KAZ	Kazakhstan	PNG	Papua New Guinea	YEM	Yemen
CYP	Cyprus	KEN	Kenya	POL	Poland	YMD	Yemen Democratic
CXR	Christmas Island	KGZ	Kyrgyzstan	PRI	Puerto Rico	YUG	Yugoslavia Socialist Fed Rep
CZE	Czech Republic	KHM	Cambodia	PRK	North Korea	ZAF	South Africa
DEU	Germany	KIR	Kiribati	PRT	Portugal	ZAR	Zaire
DJI	Djibouti	KNA	St Kitts And Nevis	PRY	Paraguay	ZMB	Zambia
DMA	Dominica	KOR	South Korea	PSE	Palestinian Territory	ZWE	Zimbabwe
DNK	Denmark	KWT	Kuwait	PYF	French Polynesia

Need help? If you require any help using this system prior to or during the meeting, please contact Boardroom on 1300 737 760.

AI assistant

SYNTARA LIMITED — Proxy Solicitation & Information Statement 2025

65830_rns_2025-01-16_aa0021ce-7989-4583-9589-744e886fe4f4.pdf

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT OF SYNTARA LIMITED

10849648v1

17 January 2025

Dear Shareholder,

10849648v1

Notice of General Meeting

Attendance via online platforms

Questions and comments

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ITEMS OF BUSINESS

1. Resolution 1 - Approval of issue of shares under Tranche 2

4. Resolution 4 - Ratification of previous issue of Tranche 1 securities

NOTES AND IMPORTANT INFORMATION

VOTING RESTRICTIONS

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10849648v1

VOTING ENTITLEMENTS

PROXIES

POWER OF ATTORNEY

CORPORATE REPRESENTATIVES

APPOINTMENT OF THE CHAIR OF THE MEETING OR OTHER KEY MANAGEMENT PERSONNEL AS YOUR PROXY

10849648v1

HOW THE CHAIR OF THE MEETING WILL VOTE UNDIRECTED PROXIES

By order of the Board Syntara Limited

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EXPLANATORY STATEMENT

Background

Resolution 1 - Approval of issue of shares under Tranche 2

Purpose of approval

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Details of the proposed Tranche 2

Board recommendation

Resolution 2 - Approval of issue of shares to an associate of Mr Hashan De

Silva, a director of the Company, under Tranche 2

Purpose of approval

10849648v1

Details of proposed issue of 9,753,442 Tranche 2 Shares to KP Rx

10849648v1

Board recommendation

Resolution 3 – Approval of the grant of Option Fees to the Corporate Advisors

Purpose of approval

Details of the proposed Option Fees

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Board recommendation

Resolution 4 – Ratification of previous issue of Tranche 1 securities

Purpose of approval

10849648v1

Details of Tranche 1

Board recommendation

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All Correspondence to:

YOUR VOTE IS IMPORTANT

 TO APPOINT A PROXY ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Proxy which is a Body Corporate

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

STEP 2 VOTING DIRECTIONS * 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 not be counted in calculating the required majority if a poll is called.

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Online Meeting Guide Syntara Limited GM 17 February 2025, 10:00am AEDT

Attending the meeting virtually

Meeting ID: 300-988-666-938

Australian residents Voting Access Code

Postcode

Overseas residents

Voting Access Code

Country Code

Appointed Proxies

Guests

SYNTARA LIMITED Proxy Solicitation & Information Statement 2025