Vita Life Sciences : Notice of Annual General Meeting/Proxy Form

8 April 2022

Market Announcements Australian Securities Exchange Ltd 20 Bridge Street

Sydney, NSW 2000

DATE OF ANNUAL GENERAL MEETING (AGM) AND NOTICE OF MEETING

On 11 March 2022, Vita Life Sciences (ASX: VLS) announced that its 2022 AGM will be held on Thursday, 12

May 2022. The Board of Directors have decided to hold the AGM a day earlier, on Wednesday, 11 May 2022 instead.

The Notice of the AGM and Proxy Form are hereby attached.

This announcement is authorised for release by the Board of Directors.

Chin L Khoo

Company Secretary

Email:[e-mail]

VITA LIFE SCIENCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT

to be held as a hybrid meeting at 12:00pm, Sydney NSW, time on Wednesday, 11 May 2022 via online

https://us02web.zoom.us/webinar/register/WN_CDz3V_SiRzuUDho0cfjTfQ

and at Automic Group, Deutsche Bank Tower, Level 5, 126 Phillip St, Sydney NSW 2000

This document is important.

Please read the information it contains carefully. It is important that you vote on these resolutions either by attending the meeting virtually or by completing and lodging the enclosed proxy form. If you are in doubt as to its contents, or the course you should follow, you should consult your professional advisor(s).

IMPORTANT DATES

Close for receipt of written questions to Auditor	12:00pm	Wednesday, 4 May 2022
Close for receipt of Proxy Forms	12:00pm	Monday, 9 May 2022
Determination of Entitlement to Vote	7:00pm	Monday, 9 May 2022
Annual General Meeting	12:00pm	Wednesday, 11 May 2022

Note: All references to time in this document are to that time in Sydney, NSW, Australia.

Vita Life Sciences Limited

ACN 003 190 421

Unit 1/ 102 Bath Road Kirrawee, NSW 2232 AUSTRALIA

Ph: [phone] Fax: [phone]

Table of Contents

1.	ORDINARY BUSINESS	3
1.1	Financial Statements and Reports	3
1.2	Resolution 2 - Re-election of Director- Mr Shane Teoh	4
1.3	Resolution 3 - Re-election of Director- Henry Townsing	4
1.4	Resolution 4 - Share Buy-Back	4
2.	SPECIAL BUSINESS	4
2.1	Resolution 5 - Long Term Incentive Plan: Grant of a limited recourse loan to the Managing Director to purchase
ordinary shares	4
2.2	Resolution 6 - Long Term Incentive Plan: Grant of a limited recourse loan to the Director to purchase ordinary shares	5
3.	OTHER BUSINESS	5
1.	Explanatory Statement	6
2.	Voting and Required Majority	6
3.	Voting Exclusion Statements	6
4.	Questions and Comments by Shareholders at the Meeting	6
5.	Proxies	7
9
9
9
9

EXPLANATORY STATEMENT

1.	IMPORTANT NOTICE
2.	REPORTS
2.2	EXPLANATION OF RESOLUTION 1: REMUNERATION REPORT
3	EXPLANATION AND SUMMARY OF RESOLUTION 2: RE-ELECTION OF DIRECTOR- SHANE TEOH	10
4.	EXPLANATION AND SUMMARY OF RESOLUTION 3: RE-ELECTION OF DIRECTOR - HENRY TOWNSING	10
5	EXPLANATION AND SUMMARY OF RESOLUTION 4: SHARE BUY-BACK	11
6	EXPLANATION AND SUMMARY OF RESOLUTION 5: LONG TERM INCENTIVE PLAN: GRANT OF A LIMITED
RECOURSE LOAN TO A DIRECTOR TO PURCHASE ORDINARY SHARES	13
7	EXPLANATION AND SUMMARY OF RESOLUTION 6: LONG TERM INCENTIVE PLAN: GRANT OF A LIMITED
RECOURSE LOAN TO A DIRECTOR TO PURCHASE ORDINARY SHARES	16
18
19

8. SHAREHOLDER ENQUIRIES GLOSSARY OF TERMS

PROXY FORM

NOTICE OF ANNUAL GENERAL MEETING

OF VITA LIFE SCIENCES LIMITED

Notice is given that the Annual General Meeting of members of Vita Life Sciences Limited ACN 003 190 421 (Company) will be held on Wednesday 11 May 2022 at 12:00pm Sydney, NSW Time as a hybrid meeting.

Shareholders are invited to participate in the AGM either virtually via a webinar conferencing facility (virtual meeting) or at the location stated below.

Shareholders who attend the virtual meeting, will be able to watch, listen, ask questions and, participate in the poll votes put to the Meeting. To attend and vote online, please pre-register in advance for the virtual meeting here:

https://us02web.zoom.us/webinar/register/WN_CDz3V_SiRzuUDho0cfjTfQ

After registering online, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the AGM.

Alternatively, shareholders may attend the meeting at the Company's share registry office: Automic Group, Deutsche Bank Tower, Level 5, 126 Phillip St, Sydney NSW 2000.

1.	ORDINARY BUSINESS
1.1	Financial Statements and Reports
(a)	To receive and consider the financial statements and the reports of the directors and the auditors of the
Company for the year ended 31 December 2021.

An explanation of this item is to be found in the notes to this notice and item 2.1 of the Explanatory Statement.

(b) Resolution 1 - Remuneration Report

Shareholders will be asked to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That the Remuneration Report as set out in the Annual Report of the Company for the financial year ended 31 December 2021 be adopted."

An explanation of this item is to be found in item 2.2 of the Explanatory Statement.

The vote on this resolution is advisory only and is not intended to bind the Directors or the Company.

Voting exclusion

The Company will disregard any votes cast on Resolution 1 by or on behalf of:

• (a) A member of the key management personnel, details of whose remuneration are included in the remuneration report; or

• (b) A closely related party of such a member.

Exceptions to voting exclusions:

However, the above does not apply to a vote cast in favour of a resolution by:

•  a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

•  the chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chairman to vote on the resolution as the chairman decides; or

•  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 directions given by the beneficiary to the holder to vote in that way.

1.2 Resolution 2 - Re-election of Director- Mr Shane Teoh

Shareholders will be asked to consider and, if thought fit, pass the following resolution as an ordinary resolution with effect from the close of the meeting:

"That Shane Teoh, a director retiring by rotation in accordance with rule 5.1 of the Constitution, being eligible and having consented to act, be re-elected as a director of the Company."

An explanation of Resolution 2, is to be found in item 3 of the Explanatory Statement.

1.3 Resolution 3 - Re-election of Director- Henry Townsing

Shareholders will be asked to consider and, if thought fit, pass the following resolution as an ordinary resolution with effect from the close of the meeting:

"That Henry Townsing, a director retiring by rotation in accordance with rule 5.1 of the Constitution, being eligible and having consented to act, be re-elected as a director of the Company."

An explanation of Resolution 3, is to be found in item 4 of the Explanatory Statement.

1.4 Resolution 4 - Share Buy-Back

Shareholders will be asked to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That pursuant to and in accordance with section 257C of the Corporations Act 2001 (C'wlth), as amended, Rules 7.29 and 7.33 of the Listing Rules of ASX Limited, and for all other purposes, the shareholders approve, with effect from when the Directors make the relevant announcement to the ASX, the on-market buy-back of up to 15% of the fully paid ordinary shares in the Company expiring on whichever is the earlier of the anniversary of the passage of this resolution or the 2023 Annual General Meeting and otherwise on the terms and conditions set out in the Explanatory Statement accompanying the 2022 Annual General Notice of Meeting at which this resolution is to be put."

An explanation of Resolution 4, is to be found in item 5 of the Explanatory Statement.

2. SPECIAL BUSINESS

2.1

Resolution 5 - Long Term Incentive Plan: Grant of a limited recourse loan to the Managing Director to purchase ordinary shares

Shareholders will be asked to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That pursuant to ASX Listing Rules 10.14 and in accordance with Vita Life Sciences Limited's "Long Term Incentive Plan" (Plan), tabled by the Chairman and initialed by him for purposes of identification, approval is given for the Directors to issue 500,000 new ordinary, fully paid shares in the Company and make a limited recourse loan to Mr Andrew O'Keefe, acting in his capacity as the Managing Director of the Company, for a sum of $945,000 (Loan), which will be used to fund the purchase of shares, on the terms summarised in the Explanatory Statement accompanying the Notice of 2022 Annual General Meeting."

An explanation of Resolution 5, is to be found in item 6 of the Explanatory Statement.

Voting Exclusion:

Pursuant to Listing Rule 14.11.1, the Company will disregard any votes case in favour of the resolution by any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan. Pursuant to the Corporations Act, the members of the Key Management Personnel and closely related party are not permitted to cast a vote as proxy for another person who is permitted to vote.

Exceptions to voting exclusions:

However, the above does not apply to a vote cast in favour of a resolution by:

•  a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

•  the chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chairman to vote on the resolution as the chairman decides; or

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: