Total Brain : TTB 2022 AGM Notice of Meeting

Notice of Annual General Meeting

Total Brain Limited ACN 094 069 682

Notice is given that the annual general meeting of Total Brain Limited ACN 094 069 682 (Company or Total Brain) will be held at:

Location	Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually (online) at
	https://web.lumiagm.com/384838786
Date	Monday, 31 October 2022
Time	9:00 am (Melbourne time)

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.

Shareholders of the Company should carefully consider the Independent Expert's Report (IER) prepared by PKF Melbourne Corporate Pty Ltd (Independent Expert) before considering resolution 4 in this Notice of Meeting.

The IER comments on whether the proposed transaction the subject of resolution 4 as a whole is in the best interests of the current Shareholders in the Company. The Independent Expert has concluded that the proposed transaction the subject of resolution 4 is not fair but reasonable to the current Shareholders in the Company.

The TTB Group have prepared, and are responsible for, the content of this Notice of Meeting other than, to the maximum extent permitted by law, the IER or any other report or letter issued to the TTB Group by a third party.

Important information for Shareholders

The Company plans to hold the General Meeting both physically at Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually. As at the date of this Notice of Meeting, many of the restrictions and guidelines implemented by the Australian Federal and State Governments in response to the ongoing Coronavirus (COVID-19) pandemic including those in relation to travel, public gatherings and social distancing, have been significantly relaxed or removed. Nonetheless, due to the continuation of the COVID-19 pandemic, shareholders are encouraged to attend the meeting virtually where possible. In line with market practice, the Company will take precautionary measures to manage the health and safety of shareholders, employees and other stakeholders in holding the General Meeting.

Shareholders who choose to physically attend the General Meeting will be required to comply with such Government restrictions and guidelines and the reasonable directions of the Company or the venue operator. The Company reserves the right to refuse entry to Shareholders choosing to physically attend the General Meeting in circumstances where it is required to do so to comply with Government restrictions and guidelines.

The Chairman will be calling a poll in respect of each resolution. Shareholders may vote on the poll either by attending in person, appointing a proxy, power of attorney or corporate representative (refer to the "Notes" section below for additional information). Shareholders should be aware that voting via the webcast will not be available. The Company strongly encourages Shareholders to submit their votes by proxy prior to the close of proxies at 9:00 a.m. (Melbourne time) on 29 October 2022.

Online participation

Shareholders who wish to participate in the General Meeting only may do so from their computer or mobile device, by entering the following URL into their browser: https://web.lumiagm.com/384838786(Lumi Meeting ID: 384-838-786).

You can log into the General Meeting by entering:

• your username, which is your Voting Access Code (VAC), which can be located on the first page of your proxy form or the Notice of Meeting email; and
• your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should use their country code or refer to the user guide for their password details.

For instructions on how to download and use the online platform please see the online meeting guide located on the Company's website containing details on attending and voting at the General Meeting.

Shareholders who are entitled to cast votes at the General Meeting may submit written questions to the Company if the question is relevant to the resolutions the subject of the General Meeting or the business of the Company. Shareholders may submit written questions either:

• at any time prior to 5:00 pm (Melbourne time) on 21 October 2022 to the Company Secretary [e-mail]; or
• during the course of the General Meeting, through the meeting link for the General Meeting set out above.

If you have any questions regarding attendance at, or submitting questions for, the General Meeting, please contact the Company's share registry, Boardroom Pty Limited, by telephone on 1300 737 760 (from within Australia) or [phone] (outside of Australia).

Due to the circumstances, the Directors do not intend to attend the General Meeting in person and will attend either online or via teleconference.

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Ordinary Business

Financial statements and reports

To consider and receive the Annual Report of the Company and its controlled entities for the year ended 30 June 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Resolution 1 - Directors' remuneration report

To consider and, if in favour, pass the following resolution in accordance with section 250R(2) of the Corporations Act:

'That the Remuneration Report be adopted.'

Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Resolution 2 - Re-election of Mr Matthew Morgan

To consider and, if in favour, pass the following as an ordinary resolution:

'That Mr Matthew Morgan who retires as a Director of the Company in accordance with Listing Rule 14.4 and clause 18.3(b) of the Company's constitution and being eligible, be elected as a Director.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Matthew Morgan abstaining) recommend that you vote in favour of this resolution.

Resolution 3 - Re-election of Mr David Torrible

To consider and, if in favour, pass the following as an ordinary resolution:

'That Mr David Torrible who retires as a Director of the Company in accordance with Listing Rule 14.4 and clause 18.3(b) of the Company's constitution and being eligible, be elected as a Director.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr David Torrible abstaining) recommend that you vote in favour of this resolution.

Special Business

Resolution 4 - Disposal of main undertaking

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

'That, for the purposes of Listing Rule 11.2 and for all other purposes, approval is given for the disposal of substantially all of the assets comprising the Business, being the main undertaking of the Company, to SonderMind Inc. on the terms and conditions described in the Explanatory Memorandum.'

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The Directors unanimously recommend that you vote in favour of this resolution.

Independent Expert's Report: Shareholders should carefully consider the accompanying Independent Expert's Report prepared by PKF Melbourne Corporate Pty Ltd for the purposes of the Shareholder approvals required under Listing Rule 11.2. The Independent Expert's Report comments on whether the transaction the subject of resolution 4 as a whole is in the best interests of the Shareholders of the Company and has concluded that the transaction the subject of resolution 4 is not fair but reasonable to the Shareholders of the Company.

Dated: 29 September 2022

By order of the Board

Nathan Jong

Company Secretary

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Voting exclusion statement

Corporations Act

Resolution 1

Listing Rules

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel (KMP) in any capacity whose remuneration is included in the Remuneration Report and the closely related parties (as defined in the Corporations Act) of a KMP (Excluded Persons). However, an Excluded Person may cast a vote on the resolution if:

• that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of an Excluded Person; or
• the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.

In accordance with Listing Rules 11.2 and 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of the following persons:

Resolution 4 - Disposal of main undertaking

SonderMind and any other person who will obtain a material benefit as a result of the disposal of the Company's main undertaking (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons.

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

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Notes

1. Subject to the Corporations Act a Shareholder who is entitled to attend and cast a vote at the General Meeting is entitled to appoint not more than two proxies.
2. The proxy need not be a Shareholder of the Company. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

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