Actinogen Medical : Letter to Shareholders & Notice of General Meeting

For personal use only

2 March 2022

Dear Shareholder

General Meeting

As announced on 25 November 2021, the Company's managing director, Dr Steven Gourlay, agreed (subject to prior Shareholder approval), to subscribe $107,625 for 797,222 Shares at the issue price of $0.135 per Share in conjunction with, and at the same price as, the Placement of 88,091,659 Shares to sophisticated investors. The Placement Shares were issued to the sophisticated investors on 30 November 2021.

The Company is now holding a General Meeting at which it will be seeking shareholder approval to issue the 797,222 Shares to Dr Steven Gourlay (and or his nominee) (Resolution 1) and shareholder ratification of the 88,091,659 Shares already issued to sophisticated investors (Resolution 2).

The Company is continuing to monitor the impact of the COVID-19 virus in New South Wales and following guidance from the Federal and State Governments. In light of the current circumstances and continued uncertainty on restrictions on gatherings, the Directors have made the decision to hold the Meeting virtually. Accordingly, there will not be a physical location where shareholders can attend the Meeting in person.

In accordance with the recently enacted Corporations Amendment (Meetings and Documents) Act 2021 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy (after the date of this letter) by Friday, 1 April 2022. The Notice of Meeting can be viewed and downloaded from the link set out below. Please also refer to the Notice of Meeting for details on how to participate in the Meeting.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders' questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Notice of Meeting.

Please find below links to important Meeting documents:

• Notice of Meeting and Explanatory Memorandum: https://www.actinogen.com.au/investor-centre/
• Online Meeting platform: https://investor.automic.com.au/#/home.

Alternatively, a complete copy of the important Meeting documents has been posted on the Company's ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.

Actinogen Medical Limited ACN 086 778 476

1

Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000 [phone] |actinogen.com.au

For personal use only

In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/homeand log in with your unique shareholder identification number and postcode (or country for overseas residents). Once logged in you can also lodge your proxy vote online by clicking on the "Meetings" tab.

If you are unable to access any of the important Meeting documents online please contact the Company Secretary, Peter Webse, on [phone] or via email at [e-mail].

Yours sincerely

Peter Webse

Company Secretary

See more at www.actinogen.com.au

ENDS

	Investors	Media
Dr. Steven Gourlay	Michael Roberts	Randal Killip
CEO & Managing Director	Investor Relations	Profile for Media
P: [phone]	M: [phone]	M: [phone]
[e-mail]	[e-mail]	[e-mail]

Announcement authorised by the Board of Directors of Actinogen Medical

About Actinogen Medical

Actinogen Medical (ACW) is an ASX-listed, biotechnology company developing a novel therapy for neurological diseases associated with dysregulated brain cortisol. There is a strong association between cortisol and detrimental changes in the brain, affecting cognitive function, harm to brain cells and long-term cognitive health.

Cognitive function means how a person understands, remembers and thinks clearly. Cognitive functions include memory, attention, reasoning, awareness and decision-making.

We are currently developing our lead compound, Xanamem, as a promising new therapy for Alzheimer's Disease, Fragile X Syndrome, Depression and other neurological diseases where reducing cortisol inside brain cells could have a positive impact. The cognitive dysfunction, behavioural abnormalities, and neuropsychological burden associated with these conditions is debilitating for patients, and there is a substantial unmet medical need for new and improved treatments.

• Xanamem is a registered trademark of Actinogen Medical Limited

Actinogen Medical Limited ACN 086 778 476

2

Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000 [phone] |actinogen.com.au

For personal use only

About Xanamem®

Xanamem's novel mechanism of action works by blocking the production of intracellular cortisol through the inhibition of the 11β-HSD1 enzyme in the brain. Xanamem is designed to get into the brain after it is absorbed in the intestines upon swallowing its capsule.

Chronically elevated cortisol is associated with cognitive decline in Alzheimer's Disease, potentially linked to cognitive impairment and anxiety in Fragile X Syndrome, and cognitive impairment in Depression and other diseases.

The Company has studied 11β-HSD1 inhibition by Xanamem in more than 300 volunteers and patients, so far finding a statistically significant improvement in cognition over placebo in healthy, older volunteers. A series of Phase 2 studies in multiple diseases is being conducted to further confirm and characterise Xanamem's therapeutic potential.

Xanamem is an investigational product and is not approved for use outside of a clinical trial by the FDA or by any global regulatory authority. Xanamem® is a trademark of Actinogen Medical.

Disclaimer

This announcement and attachments may contain certain forward-looking statements that are based on subjective estimates and assumptions and relate to circumstances and events that have not taken place and may not take place. Such forward looking statements involve known and unknown risks, uncertainties, and other factors (such as significant business, economic and competitive uncertainties and contingencies, and regulatory and clinical development risks and uncertainties) which may cause the actual results or the performance of Actinogen Medical to be materially different from the results or performance expressed or implied by such forward looking statements. Past performance is not a reliable indicator of future performance. There can be no assurance that any forward-looking statements will be realised. Actinogen Medical does not make any representation or give any warranty as to the likelihood of achievement or reasonableness of any forward-looking statements.

ACTINOGEN MEDICAL ENCOURAGES ALL CURRENT INVESTORS TO GO PAPERLESS BY REGISTERING THEIR DETAILS WITH THE DESIGNATED REGISTRY SERVICE PROVIDER, AUTOMIC GROUP.

Actinogen Medical Limited ACN 086 778 476

3

Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000 [phone] |actinogen.com.au

For personal use only

ACTINOGEN MEDICAL LIMITED

ACN 086 778 476 (ASX code: ACW)

NOTICE OF GENERAL MEETING AND

EXPLANATORY MEMORANDUM

Date of Meeting:

Tuesday, 5 April 2022

Time of Meeting:

2.00pm (Sydney time)

The Company is pleased to provide Shareholders with the opportunity to attend and participate in a virtual Meeting, through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, ask questions and vote online. Details on how to access the virtual Meeting are set out in this Notice.

Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 and based on the relief measures (to meet regulatory requirement under the Corporations Act 2001) included in the recently enacted Corporations Amendment (Meetings and Documents) Act 2021 (Cth), no hard copy of the Notice of General Meeting and Explanatory Memorandum will be circulated.

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay.

For personal use only

ACTINOGEN MEDICAL LIMITED

ACN 086 778 476

Notice of General Meeting

Notice is given that a general meeting of the members of Actinogen Medical Limited ACN 086 778 476 (Company) to be held virtually through an online meeting platform powered by Automic, on Tuesday 5 April 2022 at 2.00pm (Sydney time) for the purpose of considering and, if thought appropriate, passing the resolutions as outlined in this Notice of Meeting (Notice).

Shareholders wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online and register to participate in the virtual Meeting by clicking on the following link: https://investor.automic.com.au. Registration for attendance at the virtual meeting will open at 1:30pm (AEST) on Tuesday 5 April 2022. Shareholders wishing to attend the Meeting will need to login to the Automic portal at this time to obtain the virtual meeting webinar link.

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-

19. While the COVID-19 situation remains volatile and uncertain, based on the relief measures (to meet regulatory requirement under the Corporations Act 2001) included in recently enacted Corporations Amendment (Meetings and Documents) Act 2021 (Cth), the Company will hold the Meeting virtually and intends to conduct a poll on the resolutions set out in the Notice incorporating the proxies filed prior to the Meeting.

The Company is not sending hard copies of the Meeting materials to shareholders. Instead, a copy of the Meeting materials can be viewed and downloaded online at the following link: https://actinogen.com.au/investor-centre/.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice.

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