Althea : Notice of Annual General Meeting And Proxy Form

16 November 2021

onlyDear Shareholder,

Annual General Meeting

I am pleased to invite you to the 2021 Annual General Meeting (AGM) of Althea Group Holdings Limited ACN 626 966 943 (Althea or Company), which will be held on 15 December 2021, starting at 5:00pm.

usePlease find enclosed a Notice of Meeting and Proxy Form for the AGM. The Notice of Meeting sets out the items of business for the AGM, and includes voting procedures, explanatory notes and the Board's voting recommendations. Please take the time to carefully read those documents in their entirety.

In response to the COVID-19 situation, and in the interests of the health and safety of shareholders and staff, this year's AGM will be fully virtual, which means that Shareholders and visitors will not be able to attend in person.

Instead, we have adopted measures to allow Shareholders to participate in the AGM online using your computer

or mobile device. In particular, the AGM will be made accessible to Shareholders via an online platform, which will personalinclude a facility to allow Shareholders to vote in real time at the AGM. Further information on how to participate

in the AGM is provided in the Notice of Meeting.

If you are unable to attend the AGM online at the scheduled time, you can participate by appointing a proxy to act on your behalf. If you intend to appoint a proxy, the enclosed Proxy Form should be completed and returned to the Company (see Proxy Form for details) as soon as possible and, in any event, no later than 5:00 pm on 13 December 2021. The Board encourages all Shareholders to direct their proxy how to vote on each item of business.

If you have any queries in relation to the AGM, please contact the company secretary, Mr Robert Meissner on [phone].

I look forward to your attendance at the AGM.

Yours sincerely,

Andrew Newbold

Chairman

For

Item 5: Short Term Incentive - Grant of Performance Rights to Joshua Fegan (Resolution 4)

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

"That, for the purposes of Listing Rule 10.14, approval is given for the Company to grant to its Managing Director and Chief Executive Officer, Mr Joshua Fegan, up to 601,142 Performance Rights under the Rights Plan on the terms set out in the Explanatory Statement."

Notice of Meeting

2021 Annual General Meeting

NOTICE OF MEETING

onlyNotice is hereby given that the 2021 Annual General Meeting (AGM) of the Shareholders of Althea Group Holdings Limited ACN 626 966 943 (Althea or Company) will be held at 5:00pm on 15 December 2021 as a virtual meeting.

Agenda

Item 1: Financial Report

To receive the financial statements, Directors' report useand auditor's report for the Company for the financial

year ended 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports or vote on this item of business.

Item 2: Remuneration Report (Resolution 1)

To consider and, if thought fit, pass the following

resolution as a non-binding ordinary resolution: personal"To adopt the remuneration report for the year ended

30 June 2021."

Note: This resolution is advisory only and does not bind the Company or the Directors.

A voting exclusion applies to this resolution - see Explanatory Statement for details.

Item 3: Approval for Additional 10% Placement Capacity (Resolution 2)

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

"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities, in number, equal to up to 10% of the number of Shares on issue in the Company (at the time

Forof the issue) calculated in accordance with the formula in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions and in the manner detailed in the Explanatory Statement ."

Item 4: Re-election of Director (Resolution 3)

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

"That Andrew Newbold, a Director who retires by rotation at the close of the AGM in accordance with clause 67.2 of the Company's constitution and being eligible, is re-elected as a Director."

A voting exclusion applies to this resolution - see Explanatory Statement for details.

Item 6: Long Term Incentive - Grant of Performance Rights to Joshua Fegan (Resolution 5)

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

"That, for the purposes of Listing Rule 10.14, approval is given for the Company to grant to its Managing Director and Chief Executive Officer, Mr Joshua Fegan, up to 300,571 Performance Rights under the Rights Plan on the terms set out in the Explanatory Statement."

A voting exclusion applies to this resolution - see Explanatory Statement for details.

Item 7: Amendments to the Constitution (Resolution 6)

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

"That the for the purposes of section 136 of the Corporations Act, amendments to the Company's constitution to facilitate the holding of general meetings virtually in the form set out in in the Explanatory Statement be approved and adopted with immediate effect."

Other Business

To consider any other business that may be lawfully brought forward.

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Notice of Meeting

2021 Annual General Meeting

onlyEligibility to attend and vote

You are eligible to attend and vote at the AGM if you are registered as an Althea shareholder at 7.00pm (AEDT) on Monday, 13 December 2021.

Participating in the AGM online

Shareholders can listen to the proceedings, view presentations, and vote in real-time at the AGM via the

useonline platform.

Shareholders participating in the AGM online will be

able to vote between the commencement of the AGM and the closure of voting as announced by the Chairman during the AGM.

If you choose to participate in the AGM online,

registration will open at 4:00pm on Wednesday, 15 personalDecember 2021.

To participate in the AGM online, you can log in from your computer or mobile device, by entering the

following URL in the browser: https://zoom.us/j/4396532796

Live Online Voting

Shareholders and proxyholders will be able to vote at the meeting online by:

• visiting web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Edge and Firefox);
• using unique meeting ID 301 939 443

Online voting registration will commence 30 minutes Forprior to the start of the meeting.

For full details on how to log on and vote online, please refer to the user guide at www.computershare.com.au/onlinevotingguide

Appointing a proxy

You can appoint a proxy to attend and vote on your behalf prior to the AGM.

To appoint a proxy, complete the Proxy Form. You can direct your proxy how to vote on Resolutions 1 to 6 by marking "For", "Against" or "Abstain".

A proxy does not need to be a Shareholder. A proxy may be an individual or a company. You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Forms and specify the percentage or number of votes each proxy is appointed to exercise. If you do not specify a percentage or number in both forms, each proxy may exercise half of the votes. You must return both Proxy Forms together.

If you require an additional Proxy Form, please contact Computershare Investor Services on 1300 850 505 (within Australia) or [phone] (outside Australia).

If you sign the enclosed Proxy Form and no direction is given, the Chairman will be appointed as your proxy. If you appoint the Chairman as your proxy and do not direct him how to vote, you are authorising the Chairman to cast your undirected vote on all proposed resolutions.

If you appoint a proxy, you may still attend the AGM. However, your proxy's rights to speak and vote will be suspended while you are present.

Chairman's voting intentions

The Chairman intends to vote undirected proxies on, and in favour of, all the proposed resolutions. If there is a change to how the Chairman intends to vote undirected proxies, Althea will make an announcement to the market. The Chairman's decision on the validity of a vote cast by a proxy or vote cast in person is conclusive.

Submitting your Proxy Form

Your completed Proxy Form must be received by no later than 5:00pm on Monday, 13 December 2021. An original or a certified copy of any power of attorney under which the form was signed must also be received by this time unless previously provided to Computershare Investor Services.

You can lodge your vote:

• online at www.investorvote.com.auby following the instructions. You will need your Security holder Reference Number (SRN) or Holder Identification Number (HIN), which is set out on the enclosed Proxy Form;

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Notice of Meeting

2021 Annual General Meeting

•

only• use

online athttp://www.intermediaryonline.com(for intermediary online users online); or

by completing the enclosed Proxy Form and:

1. posting it to Computershare Investor Services using the reply-paid envelope or to Computershare Limited, GPO Box 242, Melbourne VIC 3001

1. faxing it to [phone]

1. using a mobile device to scan the QR code on the Proxy Form. To scan the QR code you will need a QR code reader application that can be downloaded for free on your mobile device. You will also need your SRN or HIN and postcode for your shareholding.

Questions and comments

personalA reasonable opportunity will be given to Shareholders s a whole at the AGM to ask questions about, or make

comments on, the Company's financial report for the financial year ended 30 June 2021 and the management or performance of the Company and to ask the Auditor (or their representative) questions relevant to the conduct of the audit, the preparation and content of their Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of its Annual Report and the Auditor's independence in relation to the conduct of the audit.

Glossary

A glossary of terms used in this Notice of Meeting is contained in the Explanatory Statement. Terms defined in the glossary also apply to the accompanying Proxy

ForForm, unless the context requires otherwise.

By order of the Board

Mr Robert Meissner

Company Secretary

15 November 2021

Page 4 of 16

Notice of Meeting

2021 Annual General Meeting

EXPLANATORY STATEMENT

onlyThis Explanatory Statement forms part of this Notice of Meeting and should be read in conjunction with it. The purpose of this Explanatory Statement is to provide Shareholders with an explanation of the items of business and the Resolutions to be proposed and considered at the AGM.

Item 1 Financial Report

The Corporations Act requires the Company's Annual Financial Report (which includes the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report in respect of the financial year ended on 30

useJune 2021 to be laid before the AGM.

The Company's Annual Financial Report in respect of the financial year ended on 30 June 2021 accompanies the Notice of Meeting and is also available online at the ASX's website at www.asx.com.au(ASX: AGH).

Neither the Corporations Act nor the Constitution requires Shareholders to approve the Annual Financial Report, the Directors' Report or the Auditor's Report. However, in accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on these reports and on the business, operations and management of the Company.

personalThe Auditor, or a representative of the Auditor, is required to attend the AGM and will be available to take Shareholders' questions relevant to 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 its Annual Financial Report and the Auditor's independence in relation to the conduct of the audit.

Item 2 Remuneration Report (Resolution 1)

Background

The Corporations Act requires the annual directors' report of a listed company to include a remuneration report discussing the board's policies for determining the nature and amount of remuneration paid to key management personnel.

Section 250R(2) of the Corporations Act then requires the Remuneration Report of the listed company for the relevant financial year to be laid before the annual general meeting and a resolution that it be adopted put to shareholders for consideration. The outcome of the resolution is advisory only and does not bind the directors or the listed company.

The Remuneration Report for the financial year ended 30 June 2021 is set out in the Annual Report.

ForBoard recommendation

The Board unanimously recommends that Shareholders VOTE IN FAVOUR of Resolution 1.

Voting exclusion

The Company will disregard any votes cast on this resolution:

• by or on behalf of a member of the KMP whose remuneration is disclosed in the Remuneration Report and their closely related parties regardless of the capacity in which the vote is cast; and
• as a proxy by a member of the KMP at the date of the meeting and any of their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on this resolution:

• in accordance with a direction on the proxy form; or
• by the Chairman pursuant to an express authorisation to exercise the proxy as the Chairman thinks fit.

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