Announcement PDF Neurizon Therapeutics Limited ABN 35 094 006 023 www.neurizon.com Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC 3000 Tel: +61 3 9692 7222 26 October 2026 Dear Shareholder, Neurizon Therapeutics Limited – Annual General Meeting of Shareholders – 25 November 2026 Notice is hereby given that the Annual General Meeting of Shareholders of Neurizon Therapeutics Limited (Company) will be held as a hybrid meeting at 2.00pm (AEDT) on Wednesday, 25 November 2026 at the offices of Gilbert + Tobin, Level 25, 101 Collins Street, Melbourne VIC 3000 and also accessible virtually by an online video-conferencing facility (“Annual General Meeting”, “AGM” or “Meeting”). Notice is also given that the Company’s Annual Report for the year ended 30 June 2026 (“Annual Report”) is available. Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to shareholders as to how the communication from the Company can be received. The Company will not be dispatching physical copies of meeting documents and notices, including the Notice of Meeting for the AGM, unless you request a physical copy to be posted to you. The Notice of Meeting, accompanying explanatory statement and Annual Report (“Meeting Materials”) are being made available to shareholders electronically. This means that: - You can access the Meeting Materials online at the Company’s website https://www.neurizon.com/ or at the Company’s share registry’s website https://portal.automic.com.au/investor/home. - A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “NUZ”. - If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your details at https://investor.automic.com.au/. If you have not yet registered, you will need your shareholder information including SRN/HIN details. If you are unable to access the Meeting Materials online please contact our share registry Automic at meetings@automicgroup.com.au or by phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm (AEST) Monday to Friday, to obtain a copy. As noted above, the Meeting will be held as a hybrid meeting, meaning that you can attend in person or online. Details of how to register to attend the meeting online are contained in the Meeting Materials. Shareholders are encouraged to submit their proxies as soon as possible in advance of the meeting, even if they are planning to attend the meeting in person or online. Yours sincerely, Stefan Ross Company Secretary Neurizon Therapeutics Limited NEURIZON THERAPEUTICS LIMITED ABN 35 094 006 023 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Wednesday, 25 November 2026 Time of Meeting: 2.00pm (AEDT) Place of Meeting: Gilbert + Tobin Level 25, 101 Collins Street Melbourne VIC 3000 Online access: Via the Automic Investor Portal This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay. NEURIZON THERAPEUTICS LIMITED ABN 35 094 006 023 Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC 3000 Notice is hereby given that the Annual General Meeting (AGM or Meeting) of Members of Neurizon Therapeutics Limited (the “Company”) will be held as a hybrid meeting at 2.00pm (AEDT) on Wednesday, 25 November 2026 at the offices of Gilbert + Tobin, Level 25, 101 Collins Street, Melbourne VIC 3000 and also accessible virtually by an online video-conferencing facility (“Annual General Meeting”, “AGM” or “Meeting”). Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to shareholders as to how the communication from the Company can be received. The Company will not be dispatching physical copies of meeting documents and notices, including the Notice of Meeting for the AGM, unless you request a physical copy to be posted to you. The Notice of Meeting, accompanying explanatory statement and Annual Report (“Meeting Materials”) are being made available to shareholders electronically. This means that: - You can access the Meeting Materials online at the Company’s website https://investorhub.neurizon.com/ or at the Company’s share registry’s website https://www.automicgroup.com.au/ by logging in with your Shareholder Reference Number (SRN) or Holder Identification Number (HIN). - A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “NUZ”. - If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at https://www.automicgroup.com.au/. If you have not yet registered, you will need your shareholder information including SRN/HIN details. Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting, being 2.00pm (AEDT) on Monday, 23 November 2026. To lodge your proxy, please follow the directions on your personalised proxy form. The Company will conduct a poll on each resolution presented at the Meeting. The Company is happy to accept and answer questions submitted prior to the Meeting by email to stefan.ross@vistra.com. The Company will address relevant questions during the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). The AGM will be held as a hybrid meeting whereby Shareholders can attend in person or online. How do I participate in the meeting online? Securityholders must use the Automic Meeting Platform to attend and participate in the meeting. To participate in the meeting, you can log in by entering the following https://portal.automic.com.au/investor/home on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Automic prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below. 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration. 4. Click on “Register” and follow the steps 5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window. You can view the meeting live, ask questions verbally or via a live Q&A facility and cast votes at the appropriate times while the meeting is in progress. Voting virtually at the Meeting Shareholders who attend the Meeting remotely are encouraged to vote ahead of the meeting by completing and returning the proxy enclosed within. Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen. Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/ Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://portal.automic.com.au/investor/home by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Chairman’s Letter 26 October 2026 Dear Shareholder, It’s my pleasure to invite you to the Annual General Meeting (AGM) of Neurizon Therapeutics Limited, which will take place on Wednesday, 25 November 2026. The Board recognises that the AGM provides an invaluable opportunity to engage with shareholders, which is why we will once again be holding a hybrid meeting with a facility for shareholders to attend, ask questions and vote on the proposed resolutions online, or attend the AGM in person. We encourage you to participate in the AGM, either in person, online or by proxy, and to vote on the resolutions. Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting, being 2.00pm (AEDT) on Monday, 23 November 2026. To lodge your proxy, please follow the directions on your personalised proxy form. You may submit your vote online at https://investor.automic.com.au/ using the details provided on the Proxy Form. If you have any questions regarding the resolutions or the AGM process, please do not hesitate to contact our Company Secretary, Stefan Ross, at +61 3 9692 7222. Thank you for your continued support and we look forward to your participation at the AGM. Yours sincerely, Sergio Duchini Chairman Neurizon Therapeutics Limited NEURIZON THERAPEUTICS LIMITED ABN 35 094 006 023 Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC 3000 AGENDA The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the Financial Report of the Company, together with the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the year ended 30 June 2026. Note: Except as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purpose of Section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2026 be adopted.” Resolution 2: Election of Dr Ross Murdoch as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of clause 7.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Dr Ross Murdoch, having been appointed to the Board of Directors since the previous annual general meeting, and who vacates office in accordance with the Constitution of the Company, and who, being eligible, offers himself for election, be elected as a Director of the Company.” Resolution 3: Grant of Options to Dr Ross Murdoch – NED Offer To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 1,500,000 Options over Shares in the Company to Dr Ross Murdoch, a Director of the Company (and/or his nominee) in respect of the NED offer under the Plan on the terms described in the Explanatory Statement.” Resolution 4: Approval to issue Convertible Notes to Obsidian Global GP, LLC (and/or its nominee(s)) To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1, and for all other purposes, approval be given to issue that number of Convertible Notes to Obsidian Global GP, LLC (and/or its nominee(s)) that results in the payment to the Company by Obsidian Global GP, LLC (and/or its nominee(s)) of A$5,000,000 (such number of Convertible Notes being calculated in accordance with the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice), with the subsequent entitlement to convert those Convertible Notes into Shares (on the basis described in the Explanatory Statement).” SPECIAL BUSINESS Resolution 5: Approval of 10% Placement Facility To consider and, if thought fit, pass 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 fully paid ordinary securities of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” By order of the Board Stefan Ross Company Secretary 26 October 2026 NOTES: (1) Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. (2) Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. (3) Proxies a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. b. Each Shareholder has a right to appoint one or two proxies. c. A proxy need not be a Shareholder of the Company. d. If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution, or the Corporations Act. e. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion for number of votes each proxy is appointed to exercise. f. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act. h. To be effective, proxy forms must be received by the Company’s share registry (Automic) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 2.00pm (AEDT) on Monday, 23 November 2026. Any proxy received after that time will not be valid for the scheduled meeting. i. Online by going to https://portal.automic.com.au/investor/home or by scanning the QR code found on the enclosed proxy form with your mobile device ii. By post to Automic, GPO Box 5193, Sydney NSW 2001 iii. By hand to Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 iv. By email by completing the Proxy Form and emailing it to: meetings@automicgroup.com.au (4) Corporate Representative Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. (5) How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions. (6) Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel (KMP), details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the resolution; and (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolution 2 There are no voting exclusions on this resolution. Resolution 3 The Company will, in accordance with ASX Listing Rule 14.11, disregard any votes cast in favour of Resolution 3 by or on behalf of any person who is referred to under ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan. However, this does 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 directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 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 A further restriction also applies to KMP and their Closely Related Parties voting undirected proxies on this Resolution – see Note 7 (Restriction on KMPs voting undirected proxies) below. Resolution 4 The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Obsidian Global GP, LLC (or its nominee(s)) or any other persons who are expected to participate in, or who will obtain a material benefit as a result of, the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associates of that person or those persons. However, this does 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 directions given to the proxy or attorney to vote on the Resolution in that way; or b) the Chair 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 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 5 As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7. (7) Restrictions on KMPs voting undirected proxies A vote must not be cast as proxy on any of Resolutions 1 and 3 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel. However, a person described above (a “Restricted Voter”) may cast a vote on any of Resolutions 1 and 3 as a proxy if: (a) The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution(s); and (b) The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution(s) or expressly authorises the Chair to exercise the proxy even though the resolution(s) is or are connected with the remuneration of a member of the Key Management Personnel. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. (8) Special Resolution Resolution 5 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of shares) must be in favour of the resolution. (9) Enquiries Shareholders are invited to contact the Company Secretary, Stefan Ross on +61 3 9692 7222 if they have any queries in respect of the matters set out in these documents. EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2026 Annual General Meeting (“Meeting”) to be held as a hybrid meeting at 2.00pm (AEDT) on Wednesday, 25 November 2026 at the offices of Gilbert + Tobin, Level 25, 101 Collins Street, Melbourne VIC 3000 and also accessible virtually by an online video-conferencing facility. The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports A copy of the Annual Report for the financial year ended 30 June 2026 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company Secretary at stefan.ross@vistra.com, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website www.neurizon.com or via the Company's announcement platform on ASX under the ASX Code “NUZ”. Except as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about or make comments on the 2026 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2026 Annual Financial Statements. ORDINARY BUSINESS Resolution 1: Adoption of Remuneration Report Background Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2026 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for the Meeting. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Directors Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Voting Exclusions Refer to note 6 for voting exclusions on this Resolution. Resolution 2: Election of Dr Ross Murdoch as a Director of the Company Dr Ross Murdoch was appointed as a Non-Executive Director of the Company on 8 May 2026 as a casual vacancy and is eligible for election. The Constitution of the Company and Listing Rule 14.4 set out that a Director (excluding the Managing Director) appointed to fill a casual vacancy or as an addition to the Board must not hold office without re-election past the next Annual General Meeting. Dr Ross Murdoch is retiring in accordance with these requirements and, being eligible, offers himself for election. Dr Murdoch is a highly experienced global pharmaceutical, biotechnology and healthcare executive with more than 30 years’ experience across listed and private companies in Australia, the United States and Europe. He brings direct experience in neurology and neurodegenerative disease programs, combined with a strong track record in commercial strategy, operational execution and value realisation across the product lifecycle. Dr Murdoch has held senior leadership roles with AstraZeneca, GlaxoSmithKline and Shire Pharmaceuticals, spanning clinical development, global project leadership, commercial execution and strategic growth initiatives. He also brings deep United States market experience, having lived and worked extensively in the US across both multinational pharmaceutical and