Announcement PDF Emyria Limited ACN 625 085 734 Notice of Annual General Meeting The Annual General Meeting of the Company will be held at D2, 661 Newcastle Street Leederville WA 6007 at 9.00AM on 25 October 2022 The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6559 2800. Shareholders are urged to vote by lodging the Proxy Form Emyria Limited ACN 625 085 734 (Company) Notice of Annual General Meeting Notice is hereby given that the annual general meeting of Shareholders of Emyria Limited will be held at D2, 661 Newcastle Street Leederville WA 6007 at 9.00am on 25 October 2022 (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 23 October 2022 at 5.30pm (AWST). Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: 'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.' Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Matthew Callahan To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, Matthew Callahan, who retires in accordance with Article 7.2(a) of the Constitution, Listing Rule 14.4 and for all other purposes, retires and, being eligible and offering himself for re-election, is reelected as a Director, on the terms and conditions in the Explanatory Memorandum.' Page 2 Resolution 3 – Approval of issue of Director Options To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with Listing Rule 10.14, and for all other purposes, Shareholders approve the issue of up to 3,000,000 Options to Dr Michael Winlo (or his nominee) under the New Plan, on the terms and conditions in the Explanatory Memorandum.’ Resolution 4 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' Resolution 5 – Modification of existing Constitution To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: ‘That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the constitution of the Company be modified by making the amendments contained in the document tabled at this Meeting and signed by the Chair for the purposes of identification, with effect from the date this resolution is passed.’ Resolution 6 – Re-insertion of Proportional Takeover Bid Approval Provisions To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, the modification of the Company's Constitution to re-insert the proportional takeover bid approval provisions contained in Schedule 5 of the Constitution for a period of three years from the date of approval of this Resolution is approved under and for the purposes of sections 648G(4) and 136(2) of the Corporations Act and for all other purposes.’ Resolution 7 – Approval of New Plan To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the new employee incentive scheme of the Company known as the " Emyria Limited Employee Securities Incentive Plan” (New Plan) and the issue of up to a maximum of number of 35,000,000 Securities under the New Plan over a period of up to three years from the date Page 3 of the Meeting, on the terms and conditions in the Explanatory Memorandum.' Resolution 8 – Approval of potential termination benefits under the New Plan To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following: ‘That, conditional on Resolution 7 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the New Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’ Page 4 Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. Resolution 3, Resolution 7 and Resolution 8: 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 the relevant Resolution if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on the Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 8: In addition to the above, in accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast by such a person if: (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and (b) it is not cast on behalf of the person or an associate of the person. Page 5 Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 3: by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New Plan, or any of their respective associates. (b) Resolution 4: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates. (c) Resolution 7: by or on behalf of a person who is eligible to participate in the New Plan, or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD Simon Robertson Company Secretary Emyria Limited Dated: 21 September 2022 Page 6 Emyria Limited ACN 625 085 734 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at D2, 661 Newcastle Street Leederville WA 6007 at 9.00am on 25 October 2022 (AWST). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution: Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director – Matthew Callahan Section 6 Resolution 3 – Approval of issue of Director Options Section 7 Resolution 4 – Approval of 10% Placement Facility Section 8 Resolution 5 – Modification of existing Constitution Section 9 Resolution 6 – Re-insertion of Proportional Takeover Bid Approval Provisions Section 10 Resolution 7 – Approval of New Plan Section 11 Resolution 8 – Approval of potential termination benefits under the New Plan Schedule 1 Definitions Schedule 2 Terms and conditions of Director Options Schedule 3 Schedule 5 of the Constitution (Proportional Takeover Bid Approval) Schedule 4 Summary of material terms of New Plan Schedule 5 Valuation of Director Options A Proxy Form is located at the end of the Explanatory Memorandum. Page 7 2. Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; (b) the appointed proxy is not the chair of the meeting; Page 8 (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 9.00am (AWST) on 23 October 2022, being not later than 48 hours before the commencement of the Meeting. 2.3 Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 3, Resolution 7 and Resolution 8 even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.4 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@emyria.com by 18 October 2022. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2022. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at www.emyria.com; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. Page 9 In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. 4. Resolution 1 – Remuneration Report 4.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2022 in the 2022 Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2021 annual general meeting held on 3 November 2021. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2023 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. 4.2 Additional information Resolution 1 is an ordinary resolution. Page 10 Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 5. Resolution 2 – Re-election of Director – Matthew Callahan 5.1 General Article 7.2(a) of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer. Article 7.3 of the Constitution provides that a Director who retires in accordance with Article 7.2(a) is eligible for re-election and that re-election takes effect at the conclusion of the Meeting. Matthew Callahan, Non-Executive Director, was last elected at the Company’s 2019 annual general meeting. Accordingly, Matthew Callahan retires at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2. 5.2 Matthew Callahan Mr Callahan is an experienced life sciences executive based in Philadelphia. Mr Callahan is a founder of Botanix and co-inventor of many of the Company’s Permetrex™ enabled products. Mr Callahan was the founding CEO of Churchill Pharmaceuticals and developed Yonsa® through FDA approval and subsequent sale to Sun Pharmaceuticals. He was also founding CEO of drug delivery company iCeutica Inc which developed 4 FDA approved products and was sold to US private equity investors. He has more than 25 years legal, IP and investment management experience. Mr Callahan has worked as an investment director for two venture capital firms investing in life sciences, clean technology and other sectors and was General Manager and General Counsel with Australian listed technology and licensing company ipernica (now Nearmap ASX:NEA), where he was responsible or the licensing programs that generated more than $120M in revenue. Mr Callahan is currently a non-executive director of Orthocell Limited (ASX:OCC) and Botanix Pharmaceuticals Limited (ASX:BOT). Mr Callahan does not currently hold any other material directorships, other than as disclosed in this Notice. If elected, Mr Callahan is considered by the Board (with Mr Callahan abstaining) to be an independent Director. Mr Callahan not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Mr Callahan has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director 5.3 Board recommendation The Board (other than Mr Callahan who has a personal interest in the outcome of this Page 11 Resolution) supports the re-election of Mr Callahan as Mr Callahan’s skills and significant experience in sector in which the Company operates and his broad legal, commercial and investor relations experience compliments the Board’s combined skills and experience. 5.4 Additional information Resolution 2 is an ordinary resolution. The Board (other than Mr Callahan who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution. 6. Resolution 3 – Approval of issue of Director Options 6.1 General The Company is proposing, subject to obtaining Shareholder approval, to issue up to a total of 3,000,000 Options (Director Options) to Dr Michael Winlo (or his nominees) under the New Plan, on the terms and conditions in Schedule 2. The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of the Director Options seeks to align the efforts of Dr Michael Winlo in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Options is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Director Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Director Options to Dr Michael Winlo (or his nominees) under the New Plan. 6.2 Listing Rule 10.14 Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders: (a) a director of the entity (Listing Rule 10.14.1); (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is (d) such that, in ASX's opinion, the acquisition should be approved by Shareholders. Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Options to Dr Michael Winlo (or his nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b). The effect of Shareholders passing Resolution 3 will be to allow the Company to issue the Director Options to Dr Michael Winlo (or his nominees). Page 12 If Resolution 3 is not passed, the Company will not be able to proceed with the issue of up to 3,000,000 Director Options to Dr Michael Winlo (or his nominees) under the New Plan, and the Company will have to consider alternative commercial means to incentivise Dr Michael Winlo. 6.3 Specific information required by Listing Rule 10.15 Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Options: (a) The Director Options will be issued under the New Plan to Dr Michael Winlo (or his nominees). (b) Dr Michael Winlo falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company. (c) A maximum of 3,000,000 Director Options will be issued to Dr Michael Winlo (or his nominees). (d) The current total annual remuneration package for Dr Michael Winlo as at the date of this Notice is $385,000 (exclusive of superannuation). (e) No Equity Securities have previously been issued under the New Plan to Dr Michael Winlo. (f) The Director Options will be issued on the terms and conditions set out in Schedule 2. (g) The Board considers that Options, rather than Shares, are an appropriate form of incentive because they incentivise Dr Michael Winlo for continued service to the Company. Additionally, the issue of Options instead of cash is a prudent means of rewarding Dr Michael Winlo whilst conserving the Company's available cash reserves. (h) Using a Black and Scholes valuation model, the Company's valuation of the Director Options is $430,954. Refer to Schedule 5 for further information. (i) The Director Options will be issued to Dr Michael Winlo (or his nominees) as soon as practicable following the Meeting and in any event not later than three years after the Meeting. (j) The Director Options will be issued for nil cash consideration and will be provided as an incentive component to Dr Michael Winlo’s remuneration package. (k) A summary of the material terms of the New Plan is set out in Schedule 4. (l) No loan will be provided to Dr Michael Winlo in relation to the issue of the Director Options. (m) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14. Page 13 (o) 6.4 A voting exclusion statement is included in the Notice. Chapter 2E of the Corporations Act In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must: (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The proposed issue of the Director Options constitutes giving a financial benefit to related parties of the Company. The Board (with Dr Winlo abstaining) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Options because the issue of the Director Options is considered by the Board as reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act. 6.5 Additional information Resolution 3 is an ordinary Resolution. The Board (other than Dr Michael Winlo who has a personal interest in the outcome of this Resolution) recommend that Shareholders vote in favour of Resolution 3. 7. Resolution 4 – Approval of 10% Placement Facility 7.1 General Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 4 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 7.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c) below). If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1. Page 14 7.2 Listing Rule 7.1A (a) Is the Company an eligible entity? 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 of $300 million or less. The Company is an eligible