2026 Notice of Annual General Meeting
Released
Released
Announcement PDF
NOTICE OF
ANNUAL GENERAL MEETING
Including Explanatory Notes
and Proxy Form
To be held:
10:00 am AEDT on Wednesday, 7 October 2026
Hamilton Locke, Level 10
161 Collins Street Melbourne Victoria 3000
-and-
Virtually at this web address - https://meetings.lumiconnect.com/300-317-173-369
Meeting ID: 300-317-173-369
This is an important document. It should be read in its entirety.
If you are in doubt as to the course you should follow, consult your financial or other professional adviser.
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PERCHERON THERAPEUTICS LIMITED
ACN 095 060 745
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Percheron Therapeutics Limited ACN 095 060 745
(Company) will be held both in person and virtually at 10:00 am (AEDT) on Wednesday, 7 October 2026 for the
purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of Meeting.
Physical address Hamilton Locke, Level 10
161 Collins Street Melbourne Vic 3000
Virtual address https://meetings.lumiconnect.com/300-317-173-369
Meeting ID: 300-317-173-369
The Explanatory Notes and proxy form accompanying this Notice of Meeting are hereby incorporated in, and
comprise part of, this Notice of Meeting.
Please read this Notice of Meeting carefully and consider directing your proxy on how to vote on each resolution
by marking the appropriate box on the proxy form included with this Notice of Meeting. Shareholders who intend
to appoint the Chair as proxy (including an appointment by default) should have regard to the important
information below under the heading "Appointing the chair as your proxy".
BUSINESS OF THE MEETING
2026 Annual Financial Report
To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2026, comprising
the Financial Report, the Directors’ Report, and the Auditor's Report (2026 Annual Report). At the Meeting, a
representative of the Company’s auditor, William Buck will be available to answer any questions about the
conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the
Company in relation to the preparation of the financial statements and the independence of the auditor in relation
to the conduct of the audit.
Note: there is no requirement for Shareholders to approve the Annual Report.
Resolution 1: Non-Binding Resolution to Adopt the 2026 Remuneration Report
To consider, and if thought fit, pass with or without amendment the following resolution as an advisory and non-
binding ordinary resolution:
“That for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report for the financial year
ended 30 June 2026, as disclosed in the Directors’ Report is adopted.”
The vote on this Resolution is advisory only and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
Resolution 2: Election of Director – Dr James Garner
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
“That, Dr James Garner, a Director of the Company, who retires in accordance with the Company’s Constitution
and, being eligible, offers himself for election, be elected as a Director of the Company.”
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The Board (with Dr Garner abstaining) recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 2.
Resolution 3: Approval for issue of Restricted Stock Units to Dr Michael Baker
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to
75,000,000 Restricted Stock Units to the Company’s CEO and Managing Director Dr Michael Baker or his
nominee(s), on the terms and conditions set out in the Explanatory Notes."
A voting prohibition statement and voting exclusion statement apply to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 3.
Resolution 4: Ratification of Prior Issue of Adviser Options to Blue Ocean
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
"That, for the purposes of Listing Rule 7.4 and all other purposes, Shareholders ratify the prior issue of 27,500,000
Adviser Options to Blue Ocean or its nominee/s, on the terms and conditions and in the manner detailed in the
Explanatory Notes."
A voting exclusion statement applies to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 4.
Resolution 5: Ratification of Prior Issue of Joint Lead Manager Options to Blue Ocean and Cygnet Capital
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
"That, for the purposes of Listing Rule 7.4 and all other purposes, Shareholders ratify the prior issue of 50,000,000
Joint Lead Manager Options to Blue Ocean and Cygnet Capital or their respective nominee/s, on the terms and
conditions and in the manner detailed in the Explanatory Notes.”
A voting exclusion statement applies to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 5.
Resolution 6: Re-approval of Percheron Therapeutics Employee Share Option Plan
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
"That for the purposes of Listing Rules 7.2 Exception 13(b), and for all other purposes, including section 259B and
260C of the Corporations Act, Shareholders approve the renewal of the Company’s Employee Share Option Plan
FOR
FOR
FOR
FOR
Page 4 of 46
(ESOP) and the issue of up to 76,120,634 securities under the ESOP in accordance with the terms set out in the
Explanatory Notes.”
A voting prohibition statement and voting exclusion statement applies to this Resolution. Please see below.
The Chair intends to vote all undirected proxies FOR Resolution 6.
Resolution 7: Approval of potential termination benefits under the ESOP
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
"That, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Options
issued or to be issued under the ESOP, approval be given for all purposes including Listing Rule 10.19, 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 set out in the Explanatory Notes.”
A voting prohibition statement and voting exclusion statement applies to this Resolution. Please see below.
Resolution 8: Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment the following resolution as a special
resolution:
“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the
issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue), calculated in
accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions described in the
Explanatory Notes, be and is hereby approved.”
A voting exclusion statement applies to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 8.
Resolution 9(a)-(b): Ratification of prior issue of Tranche 1 Placement Shares
To consider, and if thought fit, pass with or without amendment each of the following resolutions as a separate
ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and all other purposes, Shareholders ratify the prior issue of 300,000,000
Tranche 1 Placement Shares, as follows:
(a) 150,862,330 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(b) 149,137,670 Tranche 1 Placement Shares issued under Listing Rule 7.1A,
on the terms and conditions and in the manner detailed in the Explanatory Notes.”
A voting exclusion statement applies to these Resolutions. Please see below.
The Board recommends you vote FORthese resolutions.
The Chair intends to vote all undirected proxies FOR Resolution 9(a)-(b) (inclusive).
FOR
FOR
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Resolution 10: Approval for issue of Tranche 2 Placement Shares
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to
138,000,000 Tranche 2 Placement Shares, on the terms and conditions set out in the Explanatory Notes."
A voting exclusion statement applies to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 10.
Resolution 11: Approval for issue of Placement Options
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to
219,000,000 Placement Options, on the terms and conditions set out in the Explanatory Notes."
A voting exclusion statement applies to this Resolution. Please see below.
The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 11.
Resolution 12(a) – (b): Approval for issue of Related Party Placement Securities
To consider, and if thought fit, pass with or without amendment each of the following resolutions as a separate
ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to
33,000,000 Related Party Placement Securities, as follows:
(a) up to 30,000,000 Related Party Placement Securities to Dr Michael Baker (or his nominee/s); and
(b) up to 3,000,000 Related Party Placement Securities to Mr James Baker (or his nominee/s),
on the terms and conditions set out in the Explanatory Notes."
A voting exclusion statement applies to these Resolutions. Please see below.
The Board recommends you vote FORthese resolutions.
The Chair intends to vote all undirected proxies FOR Resolution 12(a)-(b) (inclusive).
Resolution 13: Approval of issue of Broker Options to Blue Ocean and Cygnet Capital
To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary
resolution:
"That, for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of up to 50,000,000
Broker Options to Blue Ocean and Cygnet Capital (or their respective nominee/s), on the terms and conditions and
in the manner detailed in the Explanatory Notes.”
A voting exclusion statement applies to this Resolution. Please see below.
FOR
FOR
FOR
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The Board recommends you vote FORthis resolution.
The Chair intends to vote all undirected proxies FOR Resolution 13.
Further details in respect of all Resolutions are set out in the Explanatory Notes accompanying this
Notice of Meeting.
By the order of the Board
Deborah Ambrosini
Company Secretary
Dated: 2nd
September 2026
The accompanying Explanatory Notes and proxy form including
Voting Instructions form part of this Notice of Meeting.
FOR
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VOTING PROHIBITION STATEMENTS
Resolution 1:
Adoption of the
Remuneration Report for
2026
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 either of the
following persons:
(a) a member of the Key Management Personnel (KMP), details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter 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:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the remuneration
of a member of the KMP.
Resolution 3:
Approval for issue of
Restricted Stock Units to
Dr Michael Baker
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 this 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 this
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 this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 6:
Renewal of Percheron
Therapeutics Employee
Share Option Plan
and
Resolution 7:
Approval of potential
termination benefits under
the Percheron Therapeutic
Employee Share Option
Plan
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 KMP 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 the voter is appointed as a proxy by writing that
specifies the way the proxy is to vote on this Resolution; or
(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 KMP.
Further, in accordance with section 200E(2A) of the Corporations Act, a vote on
Resolution 7 must not be cast by any participants or potential participants in
the Employee Share Option Plan and their associates, otherwise the benefit of
this Resolution will be lost by such a person in relation to that person's future
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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 this Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.
VOTING EXCLUSION STATEMENTS
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set
out below by or on behalf of the following persons:
Resolution 3:
Approval for issue of
Restricted Stock Units to
Dr Michael Baker
The Company will disregard any votes cast in favour of Resolution 3 by or on
behalf of Dr Michael Baker, and any person or any of their associates, who will
obtain a material benefit as a result of the issue of Restricted Stock Units
(except a benefit solely by reason of being a holder of Shares in the Company).
Resolution 4:
Ratification of prior issue
of Adviser Options to Blue
Ocean
The Company will disregard any votes cast in favour of Resolution 4 by or on
behalf of Blue Ocean, and any other person who participated in the issue of the
Adviser Options, or any of their respective associates, or their nominees.
Resolutions 5:
Ratification of prior issue
of Joint Lead Manager
Options to Blue Ocean and
Cygnet Capital
The Company will disregard any votes cast in favour of Resolution 5 by or on
behalf of Blue Ocean and Cygnet Capital, and any other person who
participated in the issue of the Joint Lead Manager Options, or any of their
respective associates, or their nominees.
Resolution 6:
Renewal of Percheron
Therapeutics Employee
Share Option Plan
The Company will disregard any votes cast in favour of Resolution 6 by or on
behalf of a person who is eligible to participate in the employee incentive
scheme, or any of their respective associates.
Resolution 7:
Approval of potential
termination benefits under
the ESOP
The Company will disregard any votes cast in favour of Resolution 7 by or on
behalf of an officer of the Company or any of its child entities who is entitled to
participate in a termination benefit.
Special Resolution 8:
Approval of 10%
Placement Facility
The Company will disregard any votes cast in favour of the Resolution by a
person who is expected to participate in the 10% Placement Facility and a
person who will obtain a material benefit as a result of the proposed issue,
except a benefit solely by reason of being a holder of Shares in the Company, if
this Resolution is passed, and any associates of those persons.
As at the date of this Notice of Meeting the Company has no specific plans to
issue equity securities under the 10% Placement Facility and therefore it is not
known who (if any) may participate in a potential (if any) issue of equity
securities under the 10% Placement Facility.
Resolution 9(a):
Ratification of prior issue
of Tranche 1 Placement
Shares
The Company will disregard any votes cast in favour of Resolution 9(a) by or on
behalf of a person who participated in the issue of those Tranche 1 Placement
Shares, or any of the irrespective associates, or their nominees.
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However, the above voting exclusion statements do not apply to a vote cast in favour of the Resolution by:
(a) a person as a 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
(b) the Chair 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
(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.
Resolution 9(b):
Ratification of prior issue
of Tranche 1 Placement
Shares
The Company will disregard any votes cast in favour of Resolution 9(b) by or on
behalf of a person who participated in the issue of those Tranche 1 Placement
Shares, or any of the irrespective associates, or their nominees.
Resolution 10:
Approval for issue of
Tranche 2 Placement
Shares
The Company will disregard any votes cast in favour of Resolution 10 by or on
behalf of any person who will obtain a material benefit as a result of the
proposed issue of the Tranche 2 Placement Shares (except a benefit solely by
reason of being a holder of ordinary securities in the Company), or any of their
respective associates.
Resolution 11:
Approval for issue of
Placement Options
The Company will disregard any votes cast in favour of Resolution 11 by or on
behalf of any person who will obtain a material benefit as a result of the
proposed issue of the Placement Options (except a benefit solely by reason of
being a holder of ordinary securities in the Company), or any of their respective
associates.
Resolution 12(a):
Approval for issue of
Related Party Placement
Securities
The Company will disregard any votes cast in favour of Resolution 12(a) by or on
behalf of Dr Michael Baker and any other person who will obtain a material
benefit as a result of the proposed issue of these Related Party Placement
Securities (except a benefit solely by reason of being a holder of ordinary
securities in the Company), or any of their respective associates.
Resolution 12(b):
Approval for issue of
Related Party Placement
Securities
The Company will disregard any votes cast in favour of Resolution 12(b) by or
on behalf of Mr James Baker and any other person who will obtain a material
benefit as a result of the proposed issue of these Related Party Placement
Securities (except a benefit solely by reason of being a holder of ordinary
securities in the Company), or any of their respective associates.
Resolutions 13:
Approval of issue of Broker
Options to Blue Ocean and
Cygnet Capital
The Company will disregard any votes cast in favour of Resolution 13 by or on
behalf of Blue Ocean and Cygnet Capital, and any other person who will obtain
a material benefit as a result of the proposed issue of the Broker Options
(except a benefit solely by reason of being a holder of ordinary securities in the
Company), or any of their respective associates.
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NOTES
Voting Entitlements
In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Board has determined that a Shareholder’s voting entitlement at this Meeting will be
taken to be the entitlement of the person shown in the register of members as at 7:00 pm (AEDT) on Monday, 5
October 2026. Transactions registered after that time will be disregarded in determining the Shareholder’s
entitlement to attend and vote at the Meeting.
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
Attending the meeting virtually
The Meeting will be virtually accessible to all Shareholders and will allow Shareholders, as a whole, a reasonable
opportunity to participate without being physically present at the Meeting.
The Company will announce details of how to register for and remotely attend the Meeting via the ASX Market
Announcements Platform and on the Company’s website at www.percherontx.com.au.
The technology used to hold the Meeting will be reasonable and Shareholders entitled to attend and vote at the
Meeting will be able to:
• view the Meeting live;
• exercise a right to speak (including a right to ask questions) orally at the Meeting; and
• cast votes in real time on a poll during the Meeting.
Proxies
• A Shareholder entitled to attend and vote at this Meeting is entitled to appoint a proxy (who need not be a
Shareholder) to attend and vote in the Shareholder’s place. A proxy form accompanies this Notice of Meeting
for this purpose.
• A proxy form must be signed by a Shareholder or his or her attorney and, in the case of a joint holding, by each
of the joint holders.
• Shareholders who are entitled to cast two or more votes may appoint not more than two proxies to attend
and vote at this Meeting. Shareholders wishing to appoint a second proxy should request an additional proxy
form from the Company’s share registry – Boardroom Pty Limited. Where two proxies are appointed, both
forms should be completed with the nominated proportion or number of votes each proxy may exercise. If
no such proportion or number is specified, each proxy may exercise half of the votes. Fractions of votes are
to be disregarded.
• Where a Shareholder appoints two proxies, on a show of hands, neither proxy may vote if more than one
proxy attends and, on a poll, each proxy may only exercise votes in respect of those shares or voting rights
the proxy represents.
• The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this
Meeting and voting personally. If the Shareholder votes on a resolution, the proxy must not vote as the
Shareholder’s proxy on that resolution.
• Any instrument appointing a proxy in which the name of the appointee is not completed, is regarded as given
in favour of the chair of the Meeting in accordance with section 250BC of the Corporations Act.
• In the case of joint holders of shares, if more than one holder votes at any Meeting, only the vote of the first
named of the joint holders in the share register of the Company will be counted.
• To be effective, proxy forms (and the power of attorney or other authority (if any) under which it is signed (or
an attested copy)) must be received by the Company at its registered office or delivered in person, by mail or
by fax to the Company Secretary’s office (details below). Completed proxy forms must be received no later
than 48 hours before the appointed time of the Meeting.
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• Proxy forms may be lodged:
By Mail: Boardroom Pty Limited
GPO Box 3993
SYDNEY NSW 2001
In person: Boardroom Pty Limited
Level 8, 210 George Street
SYDNEY NSW 2000
Online voting: https://www.votingonline.com.au/peragm2026
Proxies must be received at least 48 hours before the Meeting (being, by no later than 10.00 am (AEDT) on
Monday, 5 October 2026).
• Proxies given by a corporation must be signed either under seal or under the hand of a duly authorised
attorney. In addition, should the constitution of a corporation permit the execution of documents without
using a common seal, the documents must be signed by two directors or a director and a company secretary,
or for a proprietary company that has a sole director who is also a company secretary, that director.
• If a body corporate is appointed as proxy, please write the full name of that body corporate (e.g. Company X
Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:
o Appoints an individual as its corporate representative to exercise its powers at meetings, in accordance
with section 250D of the Corporations Act; and
o Provides satisfactory evidence of the appointment of its corporate representative prior to
commencement of the Meeting. If no such evidence is received before the meeting, then the body
corporate (through its representative) will not be permitted to act as your proxy.
Body corporate representatives
• A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the
Meeting.
• A representative appointed by a corporation may be entitled to execute the same powers on behalf of the
corporation as the corporation could exercise if it were an individual shareholder of the Company.
• To evidence the authorisation, either a certificate of corporate body representative executed by the
corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be
required.
• The certificate or equivalent document must be produced prior to the Meeting.
Appointing the chair as your proxy
The proxy form accompanying this Notice of Meeting contains detailed instructions regarding how to complete
the proxy form if a shareholder wishes to appoint the chair of the Meeting as his or her proxy. You should read
those instructions carefully.
Subject to the ASX Listing Rules and the Corporations Act the chair of the Meeting intends to exercise all available
proxies by voting in favour of Resolutions 1-13 (inclusive), unless the Shareholder has expressly indicated a
different voting intention.
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by
emailing the Company Secretary at deborah.ambrosini@percherontx.com by 5:00pm (AEST) on Wednesday, 30
September 2026.
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.
Page 12 of 46
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).
Definitions
Words that are defined in the Glossary have the same meaning when used in this Notice of Meeting unless the
context requires, or the definitions in the Glossary provide, otherwise.
Page 13 of 46
PERCHERON THERAPEUTICS LIMITED
ACN 095 060 745
EXPLANATORY NOTES TO NOTICE OF 2026 ANNUAL GENERAL MEETING
These Explanatory Notes accompany and form part of the Percheron Therapeutics Limited Notice of Annual
General Meeting (Meeting) to be held both in person and virtually at 10.00 am (AEDT) on Wednesday, 7 October
2026.
The Notice of Meeting should be read together with these Explanatory Notes.
BUSINESS OF THE MEETING
Resolution 1: Non-binding resolution to adopt 2026 Remuneration Report
1.1 Background
Pursuant to the Corporations Act, at the annual general meeting of a listed company, the Company must
propose a resolution that the remuneration report be adopted.
The purpose of Resolution 1 is to lay before the Shareholders, the Company’s Remuneration Report for
the year ended 30 June 2026 (Remuneration Report) so that Shareholders may ask questions about or
make comments on the management of the Company in accordance with the requirements of the
Corporations Act and vote on an advisory and non-binding resolution to adopt the Remuneration Report.
The Board will consider the outcome of the vote made by Shareholders on the Remuneration Report at
the Meeting when reviewing the Company’s remuneration policies.
The Remuneration Report is contained within the 2026 Annual Report. You may view the 2026 Annual
Report by visiting the Company’s website www.percherontx.com.au, or you may order a hard copy of the
2026 Annual Report by phoning +61 (0)3 9827 8999.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make
comments on the Remuneration Report.
1.2 Voting Consequences
The vote on the Resolution for adoption of the Remuner
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