Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Notice of General Meeting
Sydney, Australia, 31 July 2026: Recce Pharmaceuticals Limited (ASX:RCE,
FSE:R9Q) (the Company), attaches the following documents in relation to its General
Meeting to be held at 10:00AM (AEST) on Wednesday, 2 September 2026:
1. Notice of General Meeting (Notice);
2. Proxy Form; and
3. Access Letter to Shareholders in relation to the Notice.
The Company advises that the above documents are being dispatched to
Shareholders today.
About Recce Pharmaceuticals Ltd
Recce Pharmaceuticals Ltd (ASX: RCE, FSE: R9Q) is developing a New Class of Synthetic Anti-Infectives
designed to address the urgent global health problems of antibiotic-resistant superbugs.
Recce’s anti-infective pipeline includes three patented, broad-spectrum, synthetic polymer anti-infectives:
RECCE® 327 (R327) as an intravenous and topical therapy that is being developed for the treatment of
serious and potentially life-threatening infections due to Gram-positive and Gram-negative bacteria,
including their superbug forms; RECCE® 435 (R435) as an orally administered therapy for bacterial
infections; and RECCE® 529 (R529) for viral infections. Through their multi-layered mechanisms of action,
Recce’s anti-infectives have the potential to overcome the processes utilised by bacteria and viruses to
overcome resistance – a current challenge facing existing antibiotics.
The World Health Organization (WHO) added R327, R435, and R529 to its list of antibacterial products
in clinical development for priority pathogens, recognising Recce’s efforts to combat antimicrobial
resistance. The FDA granted R327 Qualified Infectious Disease Product designation under the
Generating Antibiotic Initiatives Now (GAIN) Act, providing Fast Track Designation and 10 years of market
exclusivity post approval. R327 is also included on The Pew Charitable Trusts’ Global New Antibiotics in
Development Pipeline as the sole synthetic polymer and sepsis drug candidate in development.
Recce wholly owns its automated manufacturing, supporting current clinical trials. Recce’s anti-infective
pipeline aims to address synergistic, unmet medical needs by leveraging its unique technologies.
This announcement has been approved for release by Recce Pharmaceuticals Board.
Recce Pharmaceuticals Ltd
Time: 10:00AM (AEST)
Date: Wednesday, 2 September 2026
Place: As a virtual meeting
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.
Notice of General Meeting
Explanatory Statement | Proxy Form
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 2
Contents
Venue and Voting Information 2
Notice of General Meeting – Agenda and Resolutions 4
Notice of General Meeting – Explanatory Statement 11
Glossary 20
Annexure A – Terms and Conditions of Attaching Options 21
Annexure B – Terms and Conditions of Piggyback Options 23
Important Information for Shareholders about the Company’s General Meeting
This Notice of Meeting is given based on circumstances as at 31 July 2026. Should circumstances
change, the Company will make an announcement on the ASX market announcements platform
and on the Company’s website at https://www.recce.com.au/company-announcements/.
Shareholders are urged to monitor the ASX announcements platform and the Company’s website.
Venue and Voting Information
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
10:00AM (AEST) on Wednesday, 2 September 2026 as a virtual meeting through an online meeting
platform powered by Automic.
Shareholders that have an existing account with Automic will be able to watch, listen and vote
online.
Shareholders who do not have an account with Automic are strongly encouraged to register for
an account as soon as possible and well in advance of the Meeting to avoid any delays on the
day of the Meeting.
An account can be created via the following link https://portal.automic.com.au/investor/home and
then clicking on “register” and following the prompts. Shareholders will require their holder
number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create
an account with Automic.
To access the virtual meeting on the day:
1. Open your internet browser and go to https://portal.automic.com.au/investor/home
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 join the meeting.
4. Click on “Join Meeting” and follow the prompts on screen to register and vote.
Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of
Meeting below) and ask questions at the virtual meeting.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 3
Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.
Questions must be submitted in writing to the Company Secretary, Maggie Niewidok, by email to
company.secretary@recce.com.au at least 48 hours before the GM.
The Company will also provide Shareholders with the opportunity to ask questions during the
Meeting in respect to the formal items of business.
Your vote is important
The business of the General Meeting affects your shareholding and your vote is important.
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the GM can do so by logging in to the Automic
shareholder portal.
1. Open your internet browser and go to https://portal.automic.com.au/investor/home
2. Login using your username and password. If you do not already have an account, click
“Register” and follow the prompts. Shareholders are encouraged to register prior to the
commencement of the Meeting to avoid delays in accessing the virtual platform.
3. After logging in, a banner will appear at the bottom of your screen when the Meeting is
open for registration. Click “Register”. Alternatively, select Meetings from the left-hand
menu.
4. Click on “Join Meeting” and follow the prompts.
5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu
on the right-hand side of your screen.
6. Select either the “Full” or “Allocate” option to access your electronic voting card.
7. Follow the prompts to record your voting direction for each resolution and click “Submit
votes”. For allocated votes, the number of votes submitted must not exceed your
remaining available units. Important: Votes cannot be amended once submitted.
For further information on the live voting process please see the Registration and Voting Guide
at https://www.automicgroup.com.au/virtual-agms/.
It is recommended that Shareholders wishing to attend the Meeting login from 9:45AM (AEST), 15
minutes before the scheduled Meeting start time of 10:00AM (AEST) on Wednesday, 2 September
2026.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 4
Voting by proxy
To vote by proxy, please use one of the following methods:
Online Lodge the Proxy Form online at https://singleholding.automic.com.au/login 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 lodgment process please see the Online
Proxy Lodgment 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 Emailing it to: meetings@automicgroup.com.au
By
facsimile
Faxing it to +61 2 8583 3040.
For further information on the online proxy lodgement process, or if you require a hard copy Proxy
Form, please contact the Company’s Share Registry, Automic, at hello@automicgroup.com.au or
via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).
Your Proxy instruction must be received not later than 48 hours before the commencement
of the Meeting. Proxy Forms received later than this time will be invalid.
Power of Attorney
If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney
must make sure that either the original power of attorney or a certified copy is sent with the proxy
form, unless the power of attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting,
the representative should provide the Share Registry with adequate evidence of their
appointment, unless this has previously been provided to the Share Registry.
Notice of General Meeting
Notice is hereby given that the General Meeting of Shareholders of Recce Pharmaceuticals Ltd
ACN 124 849 065 will be held at 10:00AM (AEST) on Wednesday, 2 September 2026 as a virtual
meeting (Meeting).
The Explanatory Statement to this Notice of Meeting provides additional information on matters
to be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms
part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered
Shareholders at 7.00PM (AEST) on Monday, 31 August 2026.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in
the Glossary.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 5
Agenda
Special business
Issue of Attaching Options and Piggyback Options
1. Resolution 1 – Approval to issue Attaching Options and
Piggyback Options to SPP participants (including under the SPP
Shortfall Offer)
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of up to:
(a) 5,000,000 Attaching Options, being a new class of unlisted options, each exercisable at
$0.60 and expiring 30 June 2027 (on the basis of one (1) Attaching Option being issued
for every two (2) New Shares subscribed for under the SPP Offer or the subsequent SPP
Shortfall Offer); and
(b) 10,000,000 Piggyback Options, being a new class of unlisted options, each exercisable at
$1.00 and expiring 30 June 2028 (on the basis of the holders of Attaching Options
(including those issued under the SPP Shortfall Offer) will receive one (1) fully paid
ordinary share and two (2) free unlisted piggyback options (Piggyback Options) for every
one (1) Attaching Option exercised).”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 1 by or on behalf of:
(a) a person who is expected to participate in, or who will obtain a material benefit as
a result of, the proposed issue (except a benefit solely by reason of being a holder
of ordinary securities in the Company); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 1 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 6
Issue of Attaching Options and Piggyback Options to Directors of
the Company
2. Resolution 2 – Approval to issue Attaching Options and
Piggyback Options to Dr John Prendergast, Director of the
Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of
the Company approve the issue and allotment of 18,750 Attaching Options and 37,500 Piggyback
Options to Dr John Prendergast (or his nominee), a Director of the Company, on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 2 by or on behalf of:
(a) the person who is to receive the securities in question and any other person who
will obtain a material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the Company);
or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 2 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 7
3. Resolution 3 – Approval to issue Attaching Options and
Piggyback Options to Dr Alan Dunton, Director of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of
the Company approve the issue and allotment of 18,750 Attaching Options and 37,500 Piggyback
Options to Dr Alan Dunton (or his nominee), a Director of the Company, on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a) the person who is to receive the securities in question and any other person who
will obtain a material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the Company);
or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 8
4. Resolution 4 – Approval to issue Attaching Options and
Piggyback Options to Dr Justin Ward, Director of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of
the Company approve the issue and allotment of 37,500 Attaching Options and 75,000 Piggyback
Options to Dr Justin Ward (or his nominee), a Director of the Company, on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a) the person who is to receive the securities in question and any other person who
will obtain a material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the Company);
or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 9
5. Resolution 5 – Approval to issue Attaching Options and
Piggyback Options to Mr James Graham, Director of the
Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of
the Company approve the issue and allotment of 12,500 Attaching Options and 25,000 Piggyback
Options to Mr James Graham (or his nominee), a Director of the Company, on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a) the person who is to receive the securities in question and any other person who
will obtain a material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in the Company);
or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 10
Ratification of Prior Issue of Placement Shares
6. Resolution 6 – Ratification of Prior Issue of Placement Shares
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify
the allotment and prior issue of 10,000,000 Shares at an issue price of $0.40 per Share to
sophisticated, professional and institutional investors on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 6 by or on behalf of:
(a) a person who participated in the issue or is a counterparty to the agreement being
approved; or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 6 by:
(i) 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
(ii) 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
• 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
• the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
BY ORDER OF THE BOARD
Maggie Niewidok
Company Secretary
31 July 2026
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 11
Explanatory Statement
This Explanatory Statement has been prepared for the information of the Shareholders in
connection with the business to be conducted at the General Meeting to be held at 10:00AM (AEST)
on Wednesday, 2 September 2026 as a virtual meeting.
The purpose of this Explanatory Statement is to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of
Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in
the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice
from an accountant, solicitor or other professional advisor.
Full details of the business to be considered at the General Meeting are set out below.
Special business
Resolutions
Issue of Attaching Options and Piggyback Options
Resolution 1 – Approval to issue Attaching Options and Piggyback
Options to SPP participants (including under the SPP Shortfall Offer)
Background
On 26 June 2026 the Company announced a Share Purchase Plan (SPP Offer) to provide eligible
shareholders an opportunity to subscribe for up to $30,000 worth of new fully paid ordinary
shares (New Shares) at an issue price of $0.40 per New Share to raise up to $4 million (before
costs).
As part of the SPP Offer, the Company announced that it would offer:
• One (1) free unlisted attaching option for every two (2) New Shares subscribed for and
issued under the SPP Offer, exercisable at $0.60 and expiring 30 June 2027 (Attaching
Options); and
• Upon the exercise of each Attaching Option, the holder will receive two (2) free unlisted
piggyback options, each exercisable at $1.00 and expiring 30 June 2028 (Piggyback
Options).
The Directors reserve the right to place any shortfall of New Shares and Attaching Options under
the SPP Offer to unrelated professional, sophisticated, or institutional investors at their absolute
discretion (SPP Shortfall Offer).
Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 5,000,000
Attaching Options and up to 10,000,000 Piggyback Options arising from the SPP Offer and the SPP
Shortfall Offer.
The Attaching Options and the subsequent Piggyback Options will be offered under a separate
options prospectus (Prospectus) prepared in accordance with Chapter 6D of the Corporations
Act. The Prospectus will also contain a dedicated offer to the Placement Investors to apply for their
respective allocations of Attaching Options and subsequent Piggyback Options on the same terms
as the SPP Offer (being one (1) free unlisted Attaching Option for every two (2) New Shares issued
under the Placement and upon the exercise of each Attaching Option, holders will receive two (2)
unlisted Piggyback Options). While the Company will not seek official quotation or listing of either
option class on the ASX, the Prospectus is being issued to satisfy the disclosure requirements of
the Corporations Act. This ensures that the Shares issued upon the future exercise of both the
Attaching Options and the Piggyback Options can be freely traded on the ASX secondary market
from their date of issue without secondary trading restrictions.
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 12
Effect on capital structure and dilutionary effect
The table below sets out the maximum impact of the proposed issue of Attaching Options and
Piggyback Options on the Company’s capital structure and shareholder dilution.
Capital
Structure
Stages
Ordinary
Shares on
Issue
Existing
Options
on Issue
Existing
Warrants
on Issue
New
unlisted
Attaching
Options
($0.60, Exp
30 June
2027)
New
unlisted
Piggyback
Options
($1.00,
Exp 30
June
2028)
Total Fully
Diluted
Capital
Cumulative
Dilution to
Existing
Shareholders(a)
Current
Structure
(Pre-Offer)
299,468,821(b)
15,553,332 4,634,304 Nil Nil 319,656,457 0.00%
Stage 1:
Post SPP
Offer, SPP
Shortfall
Placement
and (Before
Attaching
Option
exercise)
309,468,821(c)
15,553,332 4,634,304 10,125,000(d)
Nil(e)
339,781,457 3.23%
Stage 2:
Post Full
Exercise of
$0.60
Attaching
Options
319,593,821 15,553,332 4,634,304 Nil 20,250,000 360,031,457 6.30%
Stage 3:
Post Full
Exercise of
$1.00
Piggyback
Options
339,843,821 15,553,332 4,634,304 Nil Nil 360,031,457 11.88%(f)
Notes: (a) Cumulative dilution is calculated based on the increase of the Company's issued Shares from its
baseline of 299,468,821 Shares on issue as at the date of this Notice of Meeting. This calculation
assumes that no other Securities are issued or cancelled by the Company, and that the existing
15,553,332 options and 4,634,304 warrants remain unexercised during this period.
(b) The number of Shares on issue as at 24 July 2026.
(c) This assumes all that 100% of the Shares are placed under the SPP Offer and SPP Shortfall Offer.
(d) The 10,125,000 Attaching Options comprises of the following:
(i) 5,000,000 Attaching Options under the SPP Offer and subsequent SPP Shortfall Offer
assuming 100% of the Shares are placed;
(ii) 5,000,000 Attaching Options to be issued to Placement Investors; and
(iii) 125,000 Attaching Options to be issued to a consultant lieu of cash fees for investor
relations services as set out in the Appendix 3B lodged by the Company on 26 June
2026.
(e) The 20,250,000 new Piggyback Options do not exist at Stage 1. The entitlement to the Piggyback
Options is triggered by the exercise of the underlying Attaching Options in Stage 2.
(f) If the SPP Offer and subsequent SPP Shortfall Offer is 100% placed and every newly issued option
Recce Pharmaceuticals Ltd | General Meeting – Notice of Meeting and Explanatory Statement 13
across both tiers is fully exercised by all holders of Attaching Options and Piggyback Options, existing
Shareholders who do not participate in the SPP Offer will face a maximum total dilution profile of
11.88% of the ordinary share capital.
ASX Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount
of equity securities that a listed company can issue without the approval of its shareholders over
any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that
period.
The proposed issue of the Attaching Options and Piggyback Options does not fit within any of
these exceptions. While the underlying New Shares under the SPP were issued without
shareholder approval under Exception 5 of Listing Rule 7.2, the free attaching options and
subsequent piggyback options do not fall under this exception and require separate Shareholder
approval under Listing Rule 7.1.
If Resolution 1 is passed, the Company will be able to proceed with the issue of the Attaching
Options and subsequent Piggyback Options to participants in the SPP Offer and the Shortfall Offer.
If Resolution 1 is not passed, the Company will not be able to issue the Attaching Options or
Piggyback Options.
Information required by ASX Listing Rule 7.3
The following information is provided to Shareholders for the purposes of Listing Rule 7.3.
(a) The Attaching Options (and subsequent Piggyback Options) will be issued to:
(i) Eligible Shareholders of the Company who subscribed for and are allocated New
Shares under the SPP Offer; and
(ii
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