Nova Eye Medical : Notice of Annual General Meeting

Notice of Annual

General Meeting

Friday 27 November 2020 at 2.00 pm (Adelaide time)

SHAREHOLDERS WILL NOTBE ABLE TO ATTEND THE MEETING IN PERSON

Due to the COVID-19 pandemic the Annual General Meeting will be held as a virtual meeting via webcast. This is to comply with Australian Government regulations on gatherings and to ensure the health and safety of shareholders. Details on attending the Annual General Meeting and on online voting are contained in this Notice of Annual General Meeting.

NOVA EYE MEDICAL LIMITED

Notice is given that the Annual General Meeting of the shareholders of Nova-Eye Medical Limited (the Company) will be held virtually on an online platform commencing at 2:00pm (Adelaide Time) Friday 27 November 2020. Details of how to participate in the live webcast are set out below.

Important Notice - changes to meeting procedure due to COVID-19

The Board advises that due to the current restrictions on public gatherings in relation to COVID- 19 the Company is not able to allow shareholders to attend the Company's Annual General Meeting (AGM) in person. The AGM will therefore be held via a fully virtual webcast. Shareholders, proxyholders, corporate representatives and holders of powers of attorney wishing to attend the Meeting via webcast must email the Company Secretary at [e-mail] 11.00 am (Adelaide time) on 27 November 2020 to register, and will then be provided with log in details, including a password for the AGM.

The Company is following the health advice of the Australian Government and has taken these steps in the interests of the health and safety of its shareholders, employees, and the broader community.

The Company appreciates the understanding of its shareholders as it navigates this difficult situation.

Voting on Resolutions

Shareholders are advised that all resolutions will be decided on a poll. Please note that you are strongly encouraged to lodge proxy votes for the AGM.

Voting will be conducted online via the Lumi platform available at https://web.lumiagm.com/using Meeting ID 394-799-822

Shareholders and proxyholders will be able to vote in real time at the AGM online by:

• visitingwww.web.lumiagm.comon a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox); and
• entering the unique Meeting ID.

Online voting registration will commence 30 minutes prior to the start of the AGM. For full details on how to log on and vote online, please refer to the user guide which can be accessed at www.computershare.com.au/onlinevotingguide.

Shareholders with multiple holdings will either need to log into Lumi under each SRN or HIN to vote live at the AGM or cast their vote on other holdings ahead of the AGM via proxy vote.

Proxy votes must be received by 2.00pm (Adelaide time) on Wednesday 25 November 2020. Instructions on how to lodge proxy votes (which include the ability to lodge proxies electronically) are set out in this Notice of Meeting.

Participation in the meeting

Shareholders are strongly encouraged to submit any questions they may have of the Company in writing to the Company Secretary at [e-mail] 1.00pm (Adelaide time) on Friday 20 November 2020.Alternatively, you may submit questions during the meeting using

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the Chat function on the webcast dashboard. Questions via the Chat function will be directed to the host for answering. Due to the difficulties of having a large number of attendees on a webcast, participants will be on listen-only mode and will not have the opportunity to speak during the call.

The Directors will be providing an address at the AGM. The address will be available on the Company's website at www.nova-eye.com/investors.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his or her discretion, the chair will have regard to the number of shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the chair considers it appropriate, the chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 2.00pm (Adelaide time) on 25 November 2020 even if they plan to attend the Meeting online.

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Agenda

1- Accounts & Reports

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2020 and the related Directors' Reports, Directors' Declarations and Auditor's Report.

The electronic copy of the 2020 Annual Report is available to download or view on the company website at the following address:

www.nova-eye.com/investors

The 2020 Annual Report has also been sent by post to those shareholders who have previously elected to receive a hard copy.

Note: This matter is not voted on

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following resolution as a non-binding resolution in accordance with section 250R (2) of the Corporations Act 2001:

That the Remuneration Report in the 2020 Annual Report of the Company be adopted.

Voting Exclusion:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
2. the person is the chair of the meeting and the appointment of the chair as proxy:
3. • does not specify the way the proxy is to vote on the resolution; and
   • 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, if
   • the Company is part of a consolidated entity, for the entity.

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