Amplia Therapeutics : Notice of Annual General Meeting/Proxy - YE 31 March 2022

ABN 16 165 160 84 1

For personal use only

Amplia Therapeutics Limited

ACN 165 160 841

Notice of Annual General Meeting

and Explanatory Statement

2022 Annual Report:

http://www.ampliatx.com/site/news-and-reports/annual-reports

THIS IS AN IMPORTANT DOCUMENT

AND REQUIRES YOUR ATTENTION

This Notice of Meeting and the accompanying Explanatory Memorandum

should be read in their entirety.

If, as a shareholder, you are in doubt as to the course you should follow,

please consult your financial or professional adviser prior to voting.

NOTICE is given that the annual general meeting (AGM) of Amplia Therapeutics Limited (the Company) will be held at Grant Thornton, Collins Square, Level 22, Tower 5, 727 Collins Street, Melbourne Victoria Australia at 11.00am on Thursday 25 August 2022.

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING

Physical attendance at this Annual General Meeting will be subject to prevailing COVID-19 restrictions and anyone attending in person may be required to register to attend and/or to wear a mask at all times.

ITEMS OF BUSINESS

Item 1. Receipt of the Financial Report for the year ended 31 March 2022

For personal use only

Receipt of the Company's Financial Report, the Directors' Report and the Auditor's Report for the year ended 31 March 2022.

1. Resolution 1 - Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 31 March 2022 be adopted."

Note: A voting exclusion applies to this Resolution.

2. Resolution 2 - Re-elect Dr Christopher Burns as a Director of the Company

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

"That Dr Christopher Burns, who retires in accordance with the Constitution of the Company and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

3. Resolution 3 - Approval for extra 10% Placement Facility

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

"That the Company have the additional capacity to issue equity securities provided for in Listing Rule 7.1A."

4. Resolution 4 - Approval of Employee Security Ownership Plan

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

"That for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the adoption by the Company of an equity incentive scheme titled Employee Security Ownership Plan and the issues of securities under that plan, on the terms and conditions set out in the Explanatory Statement, be approved by Shareholders."

Note: A voting exclusion applies to this Resolution.

5. Resolution 5 - Proposed Issue of Options to Dr Warwick Tong (Non-Executive Chairman)

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

"That the issue of 750,000 Options to Dr Warwick Tong (or nominee), details of which are set out in the Explanatory Statement, is approved under and for the purpose of Listing Rule 10.14 and for all other purposes."

Note: A voting exclusion applies to this Resolution.

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For personal use only

6. Resolution 6 - Proposed Issue of Options to Dr Robert Peach (Non-Executive Director) To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of 535,000 Options to Dr Robert Peach (or nominee), details of which are set out in the Explanatory Statement, is approved under and for the purpose of Listing Rule 10.14 and for all other purposes."

Note: A voting exclusion applies to this Resolution.

7. Resolution 7 - Proposed Issue of Options to Dr Christopher Burns (Non-Executive Director)

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

"That the issue of 535,000 Options to Dr Christopher Burns (or nominee), details of which are set out in the Explanatory Statement, is approved under and for the purpose of Listing Rule 10.14 and for all other purposes."

Note: A voting exclusion applies to this Resolution.

8. Resolution 8 - Proposed Issue of Options to Mrs Jane Bell (Non-Executive Director) To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That the issue of 535,000 Options to Mrs Jane Bell (or nominee), details of which are set out in the Explanatory Statement, is approved under and for the purpose of Listing Rule 10.14 and for all other purposes."

Note: A voting exclusion applies to this Resolution.

9. Resolution 9 - Adopt a New Constitution

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

"That, for the purposes of section 136 and Part 6.5 Division 5 Subdivision C of the Corporations Act and for all other purposes, the Constitution of the Company be repealed and the Company adopt the New Constitution in the form referred to in the Explanatory Memorandum with effect on the date that this special resolution is passed."

VOTING EXCLUSIONS

Corporations Act

Resolution	Person excluded or prohibited from voting
Resolution 1 -	The Company will disregard votes cast by a member of the Key
Remuneration Report	Management Personnel of the Company details of whose
	remuneration are included in the Remuneration Report, or a
	Closely Related Party of such a member, in contravention of
	section 250R or 250BD of the Corporations Act. Restrictions also
	apply to votes cast by such persons as proxy unless the
	appointment specifies the way the proxy is to vote on the
	resolution and the vote is not cast on behalf of a person that is
	prohibited from voting.
Resolution 4 - Approval of	The Company will disregard votes cast by Key Management
Employee Security	Personnel or their Closely Related Parties in contravention of
Ownership Plan	section 250BD of the Corporations Act.

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Resolution	Person excluded or prohibited from voting
Resolutions 5 to 8 -	The Company will disregard votes cast by Key Management
Proposed issue of Options	Personnel or their Closely Related Parties in contravention of
to Non-Executive Directors	section 250BD of the Corporations Act.

For personal use only

Listing Rules

In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the following resolutions by or on behalf of:

Resolution	Person excluded from voting
Resolution 4 - Approval of	Any person eligible to participate in the Employee Security
Employee Security	Ownership Plan and their Associates.
Ownership Plan
Resolution 5 - Proposed	Dr. Warwick Tong, his nominees(s), any other person who will
Issue of Options to Dr	obtain a material benefit as a result of the issue of securities in
Warwick Tong	accordance with this Resolution, any other person referred to in
	ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to
	participate in the Employee Security Ownership Plan and any of
	their Associates.
Resolution 6 - Proposed	Dr. Robert Peach, his nominees(s), any other person who will
Issue of Options to Dr	obtain a material benefit as a result of the issue of securities in
Robert Peach	accordance with this Resolution, any other person referred to in
	ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to
	participate in the Employee Security Ownership Plan and any of
	their Associates .
Resolution 7 - Proposed	Dr. Christopher Burns, his nominees(s), any other person who will
Issue of Options to Dr	obtain a material benefit as a result of the issue of securities in
Christopher Burns	accordance with this Resolution, any other person referred to in
	ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to
	participate in the Employee Security Ownership Plan and any of
	their Associates .
Resolution 8 - Proposed	Mrs Jane Bell, her nominees(s), any other person who will obtain
Issue of Options to Mrs	a material benefit as a result of the issue of securities in
Jane Bell	accordance with this Resolution, any other person referred to in
	ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to
	participate in the Employee Security Ownership Plan and any of
	their Associates .

However, the Company need not disregard on the above Resolutions if the vote is cast by:

1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote as the chair decides; or
3. 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 the directions given by the beneficiary to the holder to vote in that way.

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Dated the 21st day of July 2022.

For personal use only

By order of the Board

Andrew J. Cooke

Company Secretary

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with the Corporations Act 2001 (Cth), the directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm on 23 August 2022.

2022 ANNUAL REPORT:

The 2022 Annual Report is available on the Company's Website: www.ampliatx.comand www.ampliatx.com/site/news-and-reports/annual-reports

PROXIES:

• Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the steps set out on the Proxy Form attached.
• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy or not more than two proxies to attend and vote instead of the shareholder.
• Where two proxies are appointed:
• 1. a separate Proxy Form, should be used to appoint each proxy;
  2. the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.
• A Shareholder can appoint any other person to be their proxy. A proxy need not be a Shareholder. The proxy appointed can be described in the Proxy Form by an office held e.g. "the Chair of the Meeting".
• In the case of Shareholders who are individuals, the Proxy Form must be signed:
• 1. if the Shares are held by one individual, by that Shareholder;
  2. if the Shares are held in joint names, by any one of them.
• In the case of Shareholders who are companies, the Proxy Form must be signed:
• 1. if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
  2. in the case of any other company by either two directors or a director and secretary.

The use of the common seal of the company, in addition to those required signatures, is optional.

• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy form, must be received by the Company by the time and at the place specified below.
• A Proxy Form accompanies this notice. To be effective, your Proxy Form must be received by the Company no later than 48 hours before the time of the Meeting:

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