MGC Pharmaceuticals : Notice of Annual General Meeting/Proxy Form

MGC PHARMACEUTICALS LTD

ACN 116 800 269

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	3.00pm (WST)
DATE:	Wednesday 4 November 2020
PLACE:	1202 Hay Street
	West Perth WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on Monday 2 November 2020.

B U SI NE S S O F T H E M E E T I N G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS
   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2020."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - BRETT MITCHELL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Brett Mitchell, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - ELECTION OF DIRECTOR - EVAN HAYES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Evan Hayes, a Director who was appointed as an additional Director on 1 September 2020, retires, and being eligible, is elected as a Director."

5. RESOLUTION 4 - APPROVAL TO ISSUE CONVERTIBLE NOTES

To consider and, if thought fit, to 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, approval is given for the Company to issue to issue up to 3,850,000 Convertible Notes to Mercer Street Global Opportunity Fund, LLC (or their nominee) on the terms and conditions set out in the Explanatory Statement."

6. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES UNDER LISTING RULE 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,475,000 Convertible Notes on the terms and conditions set out in the Explanatory Statement."

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7. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF SHARES - MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,375,000 Shares on the terms and conditions set out in the Explanatory Statement."

8. RESOLUTION 7 - RATIFICATION OF PRIOR ISSUE OF SHARES - GROW BIOTECH PLC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,388,430 Shares on the terms and conditions set out in the Explanatory Statement."

9. RESOLUTION 8 - RATIFICATION OF PRIOR ISSUE OF SHARES - EMPLOYEES AND CONSULTANTS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 28,303,404 Shares on the terms and conditions set out in the Explanatory Statement."

10. RESOLUTION 9 - RATIFICATION OF PRIOR ISSUE OF SHARES - PROHIBITION PARTNERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,404,478 Shares on the terms and conditions set out in the Explanatory Statement."

11. RESOLUTION 10 - RATIFICATION OF PRIOR ISSUE OF SHARES - ONASSIS HOLDINGS CORP

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,893,939 Shares on the terms and conditions set out in the Explanatory Statement."

12. RESOLUTION 11 - RATIFICATION OF PRIOR ISSUE OF SHARES - CANNVALATE PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 727,272 Shares on the terms and conditions set out in the Explanatory Statement."

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13. RESOLUTION 12 - RATIFICATION OF AGREEMENT TO ISSUE SHARES - CANNVALATE PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify an agreement to issue that number of Shares, when multiplied by the deemed issue price, will equal $1 million, on the terms and conditions set out in the Explanatory Statement."

14. RESOLUTION 13 - APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement."

15. RESOLUTION 14 - REPLACEMENT OF CONSTITUTION

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

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes."

16. RESOLUTION 15 - APPROVAL TO ISSUE SHARES - DANIEL ERDMAN

To consider and, if thought fit, to 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, approval is given for the Company to issue 1,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

17. RESOLUTION 16 - APPROVAL TO ISSUE SHARES - DR JONATHAN GRUNFELD

To consider and, if thought fit, to 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, approval is given for the Company to issue up to that number of Shares, when multiplied by the deemed issue price, will equal $50,000 on the terms and conditions set out in the Explanatory Statement."

18. RESOLUTION 17 - APPROVAL TO ISSUE SHARES - LENIS FARMACEVTIKA D.O.O

To consider and, if thought fit, to 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, approval is given for the Company to issue up to that number of Shares, when multiplied by the deemed issue price, will equal €53,692 on the terms and conditions set out in the Explanatory Statement."

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