ResApp Health : Scheme Booklet registered with ASIC

For personal use only

Scheme Booklet registered with ASIC

Brisbane, Australia, 18 July 2022 - ResApp Health Limited (ASX: RAP) (ResApp) refers to the proposed acquisition of ResApp by Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc., a global biopharmaceutical company) (Pfizer) by way of a scheme of arrangement (Scheme).

ResApp refers to the orders of the Supreme Court of New South Wales (Court) that ResApp convene a meeting of ResApp shareholders to consider and vote on the Scheme (Scheme Meeting) and approving the dispatch of an explanatory statement providing information about the Scheme together with notice of the Scheme Meeting (together, Scheme Booklet) to ResApp shareholders.

ResApp confirms that the Scheme Booklet has been registered today with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet containing information about the Scheme and notice of Scheme Meeting is attached to this announcement and is available for viewing and downloading at:

ResApp's website:	www.resapphealth.com.au
Scheme website:	www.resappscheme.com
ASX website:	www2.asx.com.au/markets/company/rap/

As set out in the Scheme Booklet, the Directors of ResApp unanimously recommend that ResApp shareholders vote in favour of the Scheme for the following reasons:

• The cash consideration of A$0.146 per ResApp share (Scheme Consideration) represents a compelling premium to recent historical trading prices and a 62.2% premium to the closing price of ResApp Shares on 8 April 2022.
• BDO Corporate Finance WA Pty Limited (Independent Expert) has concluded that the Scheme is fair and reasonable, and therefore in the best interests of ResApp shareholders.
• No Superior Proposal1 has emerged and, as at the date of this Scheme Booklet, the Directors are not aware of any Superior Proposal that is likely to emerge.
• Shareholders will achieve a certain cash price for their investment in ResApp and will avoid the risks associated with the execution of ResApp's long term strategy, including:

1. the need for further capital to fully develop its products, which may not be available on terms favourable to ResApp, and may be dilutive to ResApp shareholders in the case of additional equity funding;

1 As defined in the amended and restated scheme implementation deed announced on ASX on 14 June 2022.

For personal use only

1. uncertainty as to whether product performance will meet the regulatory requirements for approval in ResApp's target markets;

1. the need for ResApp to secure a suitable partner or significantly expand its commercial capabilities to successfully commercialise its products;

1. the potential competition from third-party diagnostic devices impacting the future potential value of ResApp's products;

1. the commercial opportunity for ResApp's COVID algorithm remains uncertain as there is no guarantee that the COVID-19 diagnostic market will remain at current levels; and

• 1. the significant investment in marketing and education required by ResApp or a suitable partner to drive behaviour away from standard molecular testing toward smartphone-based testing.
• The Scheme has limited conditionality and is not subject to onerous conditions.
• The Scheme Consideration is all cash and provides certainty of value and timing to ResApp Shareholders.
• ResApp's share price may fall if the Scheme does not proceed.

ResApp shareholders should carefully read and consider the Scheme Booklet in its entirety, including the potential disadvantages and the reasons why you may wish to vote against the Scheme and including the materials accompanying it, before deciding how to vote at the Scheme Meeting. If after reading the Scheme Booklet you have any questions about the Scheme or the Scheme Booklet please visit the Scheme website at www.resappscheme.comor contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or [phone] (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST).

Independent Expert's Report

The Scheme Booklet includes a copy of the Independent Expert's report.

On 14 July 2022, the Independent Expert provided its final report which determined that the value of a ResApp share was A$0.146 to A$0.279 (on a controlling interest basis), with a preferred value of A$0.208 per ResApp share. The Independent Expert states the Scheme Consideration is within the Independent Expert's assessed valuation range for ResApp on a 100% controlling interest basis. Accordingly, the Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of ResApp Shareholders, in the absence of a Superior Proposal2. In reaching its conclusion, the Independent Expert has taken into account all relevant matters

2 As defined in the amended and restated scheme implementation deed announced on ASX on 14 June 2022.

For personal use only

including the results of the Data Confirmation Study, the FDA's grant of 510(k) clearance for SleepCheckRx in the United States and the extension of the Medgate AG licence. The Independent Expert's conclusion should be read in context with the full Independent Expert's report and the Scheme Booklet.

Recommendation of the ResApp Board

The ResApp Board unanimously recommends shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of ResApp shareholders. Subject to those same qualifications, each Director intends to vote in favour of the Scheme with respect to the ResApp shares held or controlled by them.

Dr Roger Aston, Chairman of ResApp said: "We believe the Scheme is an exciting opportunity for ResApp shareholders. We look forward to the Scheme Meeting and strongly encourage shareholders to vote in favour of the Scheme, in the absence of a Superior Proposal."

Tony Keating, CEO and Managing Director of ResApp said: "The Directors believe that the Scheme Consideration represents a compelling premium to the recent historical trading prices of ResApp and appropriately reflects the value of ResApp when balancing the quality of the ResApp business with the risk and cost of commercialising ResApp's technology. The ResApp board is strongly encouraging shareholders to read the Scheme Booklet and vote in favour of the Scheme."

Scheme Meeting

The Scheme Meeting is scheduled to take place at 2:00pm (AEST) on Friday, 19 August 2022 and will be held at the Four Seasons Hotel Sydney, 199 George Street, Sydney and virtually via an online platform. To attend the Scheme Meeting virtually, please pre-register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_pvBR0ih1TKCkkQjgjNNGNg.

Due to the ongoing COVID-19 pandemic, in the interests of the health and safety of ResApp Shareholders and staff, and uncertainty and disruption associated with Government restrictions on travel and large gatherings, the Scheme Meeting will be held as a hybrid meeting which can be attended virtually or in person. ResApp encourages ResApp Shareholders and their proxies, attorneys and corporate representatives to participate in the Scheme Meeting virtually.

All registered ResApp Shareholders at 7:00pm (AEST) on Wednesday, 17 August 2022 will be eligible to vote at the Scheme Meeting. Further information on how to participate in and vote at the Scheme Meeting is set out in the Scheme Booklet.

For personal use only

Indicative Timeline

The key events and the expected timing in relation to the approval and implementation of the Scheme are set out in the table below.

Latest time and date for lodgement of completed Proxy	2:00pm (AEST) on 17 August 2022
Form for the Scheme Meeting
Time and date for determining eligibility of ResApp	7:00pm (AEST) on 17 August 2022
Shareholders to vote at the Scheme Meeting
Time and date of the Scheme Meeting	2:00pm (AEST) on 19 August 2022
Second Court Date	9:15am (AEST) on 25 August 2022
Effective Date of the Scheme	26 August 2022
Last date of trading of ResApp Shares on ASX	26 August 2022
Implementation Date for the Scheme and payment	6 September 2022

Note: All stated dates and times are indicative only and subject to necessary approvals from the Court and each other condition precedent to the Scheme being satisfied or waived. ResApp has the right to vary the timetable detailed above subject to the approval of such variation by Pfizer, the Court and ASIC where required. Any changes to the above timetable will be announced to ASX and will be available under ResApp's profile on ASX at www.asx.com.au.

ResApp will update ResApp shareholders as to any material developments in relation to the Scheme as the timetable progresses.

Further information

If you require further information or have questions in relation to the Scheme, please visit the Scheme website at www.resappscheme.comor contact the ResApp Shareholder Information Line on 1300 620 649 (within Australia) or [phone] (outside Australia), Monday to Friday between 8:30am and 5:00pm (AEST).

###

About ResApp Health Limited

ResApp Health Limited (ASX: RAP) is a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease. ResApp's machine learning algorithms use sound to diagnose and measure the severity of respiratory conditions without the need for additional accessories or hardware. ResApp's regulatory-approved and clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test for use in telehealth, emergency department and primary care settings; and SleepCheck, a smartphone application which allows consumers to self-assess their risk of sleep apnoea. Both products are CE Marked in Europe and TGA approved in Australia. For more information, please visit www.resapphealth.com.au.

For personal use only

Contacts
Dr Tony Keating	Mr Brian Leedman
CEO and Managing Director	Executive Director, Corporate Affairs
[phone]	[phone]
[e-mail]	[e-mail]

This ASX announcement was approved and authorised for release by the board of directors of ResApp Health.