Notice of Special Meeting

Notice of Special Meeting
19 January 2022

2

Notice of Special Meeting of Shareholders
Notice is hereby given that a Special Meeting of Shareholders of Rua Bioscience Limited (Rua) will be held
virtually as follows:
Date of Meeting: 19 January 2022
Time: commencing at Midday
Online: Via Computershare Investor Services Limited’s (Computershare) meeting platform,
https://meetnow.global/nz

Letter from the Chairman
Dear Shareholder
Rua was born out of a desire to create intergenerational change by providing sustainable, safe, and well-paid
employment for the people of Te Tairāwhiti, particularly our whānau in Ruatorea. It’s this kaupapa (founding
principles) that inspired and galvanised a community, and saw us build a ~$ 56 million NZX-listed company right
here in Te Tairāwhiti

Our journey has seen us make bold decisions; building a business with global reach from a place that couldn’t
be further from global markets; establishing a world-class cultivation operation in rural Ruatorea, a town that
hadn’t seen meaningful investment since the 1900s; building a GMP
1
-certified pharmaceutical facility in
Tūranganui a Kiwa; attracting international expertise and bringing whānau home to our small corner of the
world.

By definition intergenerational change is meaningful and sustainable. To achieve that, Rua needs to be a global
player. Getting to global markets quickly is the key way we build a solid and sustainable business that reinvests
in our community.

For that reason, we are pleased to invite you to attend a Special Meeting of Shareholders of Rua to consider
the issuance of new Rua shares to the vendor shareholders of Zalm Therapeutics Limited (Zalm) in
consideration for the acquisition of Zalm as announced to the market on 30 November 2021.
The meeting will be held virtually at [https://meetnow.global/nz] commencing at 12:00 noon on 19 January
2022 (the Special Meeting)). When participating online, shareholders will require their shareholder number,
found on the enclosed proxy form for verification purposes. Details on how to participate online are set out
below under the heading “Online Participation Details”.
Business
To consider and, if thought fit, pass the following ordinary resolution (Resolution), requiring approval by a
simple majority of the votes of shareholders entitled to vote and voting:
That the issue of:
• 8,140,000 new ordinary shares (Initial Shares); and
• 16,280,000 equity securities having the right to convert into ordinary shares on achievement of the
milestones described in the explanatory notes (Performance Shares),
to the shareholders of Zalm Therapeutics Limited (which may together eventually result in those
subscribers holding 28,735,632 fully paid ordinary shares in the Company) be approved for all purposes,
including for the purposes of NZX Listing Rule 4.2.1(a).


1
Good manufacturing practice, a quality standard required for medicinal grade cannabis.
2

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Further Information and Explanatory Notes
Further information relating to the Resolution is set out in the Explanatory Notes accompanying this Notice of
Meeting. Please read and consider the Resolution together with the Explanatory Notes.
Attendance and Voting
Your rights to vote may be exercised by:
(a) Attending and voting online; or
(b) Appointing a proxy (or representative) to vote in your place. The proxy need not be a shareholder of Rua
and the form of appointment of a proxy and voting instructions accompany this Notice of Meeting. You
can appoint a proxy online or complete and send the Proxy Voting Form (enclosed with this Notice of
Meeting) by post, email (as a scanned attachment) so that it is received by Computershare by no later
than 48 hours before the time for holding the Special Meeting (i.e. before midday on 17 January, 2022).
Online Participation Details
To access the meeting via Computershare’s meeting platform https://meetnow.global/nz , click ‘Go’ under the
Rua Bioscience Limited meeting and then click ‘JOIN MEETING NOW’. By using the meeting platform, you will
be able to watch the meeting, vote and ask questions online using your smartphone, tablet or desktop device.
Please refer to the enclosed Virtual Meeting Guide for more information. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure your browser is compatible.
By order of the Board.

Trevor Burt
Chair
16 December 2021
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Explanatory Notes
1. Overview of Zalm
Zalm was incorporated in 2018. Zalm is majority owned by Michael Wilding, with other shareholders including
Rob Fyfe and interests associated with Cann Group Limited (Cann Group), Jonty Edgar and Gregory Driscoll
(together the Zalm Vendor Shareholders).
Zalm is a medicinal cannabis business with the following key features:
• Zalm has a manufacturing and supply agreement (Supply Agreement) and technical services
agreement (TSA) with Cann Group, an ASX-listed medicinal cannabis company with a market
capitalisation in excess of A$100 million (as of the date of this Notice of Meeting). The Supply
Agreement and TSA have initial terms expiring April 2025 and April 2024 respectively with the option,
at Zalm’s sole discretion, to extend the term of both agreements to October 2027. The agreements
provide for the supply of a minimum level of Cann Group's production capacity and the provision of
technical services (including licensing and regulation, production and processes, access to genetics,
breeding and cultivation and new product formulation and manufacturing).
• Through the Supply Agreement, Zalm is well placed to be able to work with Cann Group to access its
future pipeline of innovative products.
• Zalm has key distribution agreements with CDC Pharmaceuticals in New Zealand and key export
distribution relationships across Rua's key target export markets. These distribution agreements
allow Zalm to supply finished medicinal cannabis products directly into retail, healthcare, pharmacy
and other wholesale channels.
• Zalm has developed a product suite of three cannabis oil products under the aZana brand comprising
THC, CBD and balanced (THC/CBD blend) oils. These products are manufactured at Cann Group's
facility and are expected to be available for sale in the second half of 2022 in New Zealand and Europe
upon meeting regulatory requirements.
• Zalm has a patient management software platform in development with Atlantis Healthcare (global
experts in behaviour change solutions for positive health outcomes) which is a patient and clinician
centric tool offering personalised advice and ongoing monitoring and support. This software is seen
as a significant value-add to Zalm's product offering by allowing potential patients and clinicians to
make a well-informed decision around the appropriate medicinal cannabis product and ongoing
support.
You can access additional information, including an investor presentation which provides an overview of Zalm
and the rationale for the acquisition, on our website at www.ruabio.com/zalm-transaction. You can also access
the NZX announcement in relation to the proposed transaction at
www.nzx.com/companies/RUA/announcements.
2. Why you should support the Resolution to approve the issue of shares to Zalm shareholders
Through the acquisition of Zalm, we combine our unique kaupapa, expertise, product innovation and
excellence in cultivation with world-leading scaled and GMP capable international manufacturing and
experienced distribution partners. This will position Rua to rapidly accelerate its global business and revenue
generation in a capital efficient manner. In particular, the acquisition will support Rua's strategy by:
a) Securing scalable supply: through Zalm's exclusive Supply Agreement and TSA with Cann Group, Zalm
provides Rua with access to globally scaleable supply arrangements for GMP grade medicinal cannabis
products. This fits with Rua's strategy to obtain grower partners without the need for significant
capital investment and on a larger scale than other alternatives assessed in Australasia. A key
component of the Supply Agreement is the ability for Rua to grow its own genetic cannabis varieties
in Cann Group’s facility to ensure Rua’s unique genetic cultivars are available at global scale.
When the first stage of Cann Group’s facility at Mildura is fully commissioned in early 2022, Cann
Group's capacity is estimated to exceed 12,5 00kg per annum. On completion, the Mildura facility will
represent one of Australia's largest and most technologically advanced medicinal cannabis facilities
with the ability to increase capacity in future stages up to 70,000kg per annum.
4



The Cann Group Supply Agreement has preferential pricing terms which are significantly better than
other grower partner opportunities Rua has evaluated to date, alongside no minimum production
commitment and a fully variable cost base.
Rua will continue to use its own facilities for research and development of unique cannabis cultivars
and small-scale production of premium cannabis products.
b) Access to markets sooner with a broader product range: the acquisition of Zalm will accelerate Rua's
medicinal cannabis product launch, introducing new cannabis oil products (aZana THC26, CBD100 and
THC10/CBD15) to complement Rua's own cannabis oil product. Based on current expectations and
subject to necessary regulatory approvals, Rua expects that Zalm's products will be available for sale
in New Zealand during 2022.
In addition, the Supply Agreement with Cann Group is expected to facilitate an accelerated timetable
for the export of oil and dried flower products to Germany, Rua's key target export market.
c) Facilitates cross-collaboration between Rua, Cann Group and Zalm: through Cann Group, the
acquisition of Zalm will provide opportunities for exchange of expertise through collaboration and
secondment for Rua staff at Cann Group's cultivation and manufacturing facilities supporting
improved employee development opportunities. K ey Zalm executives Michael Wilding and Rob Fyfe
will form a Transition Advisory Board, along with the CEO and COO of Cann Group and Dr Andi Grant
and Rob Mitchell. This advisory board, led by Rua Director Brett Gamble, will be tasked with
successful integration of Zalm and ensuring the objectives of the strategic partnership remain aligned
for all stakeholders

.
The acquisition of Zalm has been structured to protect Rua from risks associated with non-achievement of
critical regulatory approvals and production milestones as detailed below in the section titled "Overview of the
Acquisition and Proposed Funding".
3. Overview of the Acquisition and Proposed Funding
On 30 November 2021, Rua and the shareholders of Zalm entered into an agreement for the sale and purchase
of all the shares in Zalm (Share Sale and Purchase Agreement). Under the Share Sale and Purchase
Agreement, Rua will acquire 100% of the shares in Zalm from the shareholders of Zalm on completion. The
Zalm Vendor Shareholders who will be issued the Initial Shares and Performance Shares are set out in the
following table, along with:
• the percentage of the Rua shares to be ultimately received by each party, following conversion of all
Performance Shares; and
• the percentage shareholding in Rua each of the Zalm shareholders will own, following the conversion
of all Performance Shares.
•
Existing Zalm Shareholder Total Number of Rua
Shares Received
1

Percentage of Rua
Shares issued to
Zalm Shareholders
Percentage of Rua
Shares on Issue
2

Michael John Wilding 12,764,334 52.3% 7.7%
Robert Ian Fyfe 6,459,090 26.4% 3.9%
Botanitech Pty Limited 2,041,512 8.4% 1.2%
Jonty George Edgar 1,802,196 7.4% 1.1%
Cala Carbo Limited 1,352,868 5.5% 0.8%
Total

24,420,000 100.0% 14.7%
1. Based on the aggregate of the Initial Shares and the shares that will be issued if both performance milestones are achieved (but
ignoring any potential adjustments in accordance with the Share Sale and Purchase Agreement).
2. Reflects the number of shares currently on issue (141,739,267) plus the aggregate number of shares that will be issued to the Zalm
shareholders (24,420,000, as defined in footnote 1 above).



There will be no changes to the Rua Board or senior management as a result of the Zalm acquisition.
5



Completion under the Share Sale and Purchase Agreement is conditional upon the passing of the Resolution by
shareholders at the Special Meeting and is expected to occur on 2 February 2022 (Completion Date).
The purchase price under the Share Sale and Purchase Agreement, calculated on the equity value equivalent of
$10m as at 12 November 2021 (based on a price of approximately $0.4095 per Rua share being the 60-day
volume weighted average price up to 12 November 2021), is paid through the issue of:
• 8,140,000 new Rua ordinary shares (i.e. the Initial Shares); and
• 16,280,000 Performance Shares.
Conversion of the Performance Shares into Rua shares is contingent on the completion of two critical
milestones. The milestones are as follows:
• Milestone 1: Cann Group obtaining regulatory approval by the relevant German regulatory
authorities for the sale of Cann Group extracted oils (CBD100, THC26 and THC10/CBD15) as medicinal
cannabis products and Cann Group confirming to Rua production capacity of 10,000 units for each oil
product per annum at specified preferential pricing terms prior to 30 December 2022 ( although the
expectation is that this will be achieved by July 2022).
• Milestone 2: Cann Group obtaining regulatory approval by the relevant German regulatory
authorities for the sale of dried flower grown at its Mildura facility, Cann Group accepting Rua cultivar
(provided Rua is able to supply its cultivar within a reasonable timeframe) and Cann Group confirming
to Rua production capacity of 150kg per month at specified preferential pricing terms prior to 31
March 2024 (although the expectation is that this will be achieved by July 2023).
Subject to the adjustment mechanism outlined below:
• If Milestone 1 is achieved 8,140,000 Performance Shares may be converted into an equivalent
number of new ordinary Rua shares; and
• If Milestone 2 is achieved, 8,140,000 Performance Shares may be converted in to an equivalent
number of new ordinary Rua shares.
Achievement of Milestone 1 and Milestone 2 is not interdependent and either Milestone could be achieved
but not the other.
The total number of ordinary Rua shares which Performance Shares may be converted into may be adjusted if
the following circumstances arise :
• if:
o Rua raises additional capital prior to achievement of Milestone 2 at an issue price below
$0.4095; and
o the prevailing share price at satisfaction of Milestone 2 is lower than $0.4095,
the total number of ordinary Rua shares into which the Zalm Vendor Shareholders Performance
Shares may convert will be equal to $10,000,000 divided by the higher of the market price and $0.348
(implying an effective cap of 4,315,623 additional shares and a total of 28,735,632 ordinary Rua
shares received by the Zalm Vendor Shareholders as consideration under the Share Sale and Purchase
Agreement); and
• if the future contracted purchase price for oil and dried flower from Cann Group is above the levels
specified in the Share Sale and Purchase Agreement, the number of new ordinary Rua shares into
which Performance Shares may convert under the relevant milestone will be reduced or could result
in the milestone not being achieved.
On completion and issue of the Initial Shares, Rua will control approximately $1 million of cash retained in
Zalm with $500,000 held in escrow by the vendor's solicitors to be released to Rua on achievement of either
Milestone 1 or Milestone 2. If neither milestone is achieved, the escrowed cash (plus interest) will be released
to the Zalm Vendor Shareholders.
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4. Shareholder approval required
Shareholder approval for the Resolution is being sought in accordance with NZX Listing Rule 4.2.1(a) to allow
the Board to issue the Initial Shares and the Performance Shares to the Zalm Vendor Shareholders on the
Completion Date.
5. Implications of the Resolution not being approved
If the Resolution is not approved, Rua will not be able to satisfy the conditions of the Share Sale and Purchase
agreement and the acquisition of Zalm will not proceed. In such circumstances, absent another agreement
being reached with Zalm or the Zalm Vendor Shareholders, Rua has limited alternative grower partner
substitutes to support large scale capacity to deliver medicinal cannabis product to market in the short-term.
While Rua has committed considerable internal resources to the negotiation and documentation of the
acquisition (and has engaged external advisors to assist with the process), there is no break fee or any other
direct costs that will arise if the Resolution is not approved.
6. Dilutional effect if Resolution is approved
Depending on whether one, both or none of Milestone 1 and Milestone 2 are achieved, the Initial Shares and
new Rua shares pursuant to the issue of Performance Shares wil l have the effect of diluting current
shareholders' percentage holdings in the Company by between 5.4% to 14.7 % as illustrated in the table below
(assuming no Performance Share conversion adjustments are required).
Under circumstances where:
• Rua issues new ordinary shares to current or new third party shareholders prior to achievement of
Milestone 2 at an issue price below $0.4095;
• Milestone 2 is achieved; and
• the prevailing share price at satisfaction of Milestone 2 is lower than $0.4095,
Rua will be required to convert the Performance Shares into a total of up to 20,595,632 new ordinary Rua
shares. The potential individual and overall dilution under this scenario will depend on the amount of new
shares issued under the capital raising and whether existing shareholders participated in the capital raising.
However, in no circumstances will the dilution exceed 16.9%.
Number of Shares Cumulative % Shareholding
Current Shares on Issue 141,739,267

Zalm Vendor Shareholders
Initial Shares issued at
Completion Date (on approval of
the Resolution)
8,140,000 5.4%
Potential shares issued under
Milestone 1
8,140,000 10.3%
Potential shares issued under
Milestone 2
8,140,000
1
14.7%
2

Total potential Rua shares issued
to Zalm Vendor Shareholders
24,420,000
1


Example Shareholder:
Current Shares Held 1,000,000 0.71%
At Completion Date 1,000,000 0.67%
Following Milestone 1 1,000,000 0.63%
Following Milestone 2 1,000,000 0.60%
3

3. Subject to adjustment in accordance with the Share Sale and Purchase Agreement.
4. Subject to adjustment in accordance with the Share Sale and Purchase Agreement but in no event will this cumulative holding
exceed 16.9%.
5. Subject to adjustment of the number of new ordinary Rua shares into which the Performance Shares convert in accordance
with the Share Sale and Purchase Agreement but in no event will be less than 0.59%.
7

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7. Directors' recommendation and shareholder support
The Board unanimously recommends that shareholders vote in favour of the Resolution.
8. Voting by Proxy
Any shareholder who is entitled to vote at the Special Meeting may appoint a proxy to attend and vote on
their behalf. A shareholder wishing to appoint a proxy should visit www.investorvote.co.nz and follow the
instructions or, if you have a smartphone by scanning the QR code on the first page of the proxy form attached
to this Notice of Meeting or complete and return the Proxy Voting Form (enclosed with this Notice of Meeting)
in the manner specified on the Proxy Voting Form so that the form is received by Computershare no later than
48 hours before the time for holding the Special M eeting (i.e. before 12.00pm on 17 January 2022). A proxy
need not be a shareholder of Rua. The Chair of the meeting is willing to act as proxy for any shareholder who
may wish to appoint him for that purpose. The Chair will vote as directed on the Resolution, and intends to
vote any discretionary proxies in accordance with the Board recommendation, being in favour of the
Resolution (to the extent permitted by the NZX Listing Rules and Rua’s constitution).
To direct your proxy how to vote on the Resolution, you should tick the appropriate box on the Proxy Voting
Form. I f you appoint a proxy but do not tick the box in relation to the Resolution, you will be deemed to have
granted your proxy the discretion to cast your votes as he or she decides. In so doing you acknowledge that
the proxy may exercise your right to vote even if he or she has an interest in the outcome of the Resolution
(provided that interest does not disqualify him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named proxy
does not attend the meeting, the Chair of the meeting will be your proxy and will vote in accordance with your
express direction.
If you do not attend the Special Meeting or appoint a proxy, then no vote will be exercised in respect of your
shareholding.
9. Entitlement to Vote
All persons on Rua’s register of shareholders as the holders of shares at 5:00 p.m. on 17 January 2022 will be
entitled to vote on the Resolution at this Special Meeting.
If you have appointed a proxy to attend the Special Meeting in your place, you may still observe the Special
Meeting (but only your proxy may cast your votes).
Any corporation that is a shareholder may appoint a person as its representative to attend the Special M eeting
and vote on its behalf, in the same manner as that in which it could appoint a proxy. A corporation wishing to
appoint a person must ensure that the representative brings an original of the notice appointing him or her to
the meeting. To assist with administration of the Special Meeting, Rua would be grateful if notices appointing
representatives are delivered to Computershare Investor Services Limited at Private Bag 92119, Auckland 1142
or at corporateactions@computershare.co.nz, at least 48 hours before the time for the holding of the Special
Meeting (i.e. before 12.00pm on 17 January 2022).
Voting on the Resolution is to be by way of poll. No persons are restricted from voting on, or acting as a
discretionary proxy in relation to, any resolution referred to in this notice of Special Meeting.
10. Results
Following the Special Meeting, the results will be disclosed via the Market Announcement Platform on
www.NZX.com
and posted on www.ruabio.com.
8

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FOR PUBLIC RELEASE
NZX Limited
Wellington

Thursday, 16 December 2021

Notice of Special Meeting
Rua Bioscience (NZX:RUA) is pleased to invite shareholders to a Special Meeting to vote on a
resolution to issue new Rua shares to the vendor shareholders of Zalm Therapeutics Limited
(
Zalm
) for the acquisition of Zalm, as announced to the market on 30 November 2021.
The virtual-only meeting will be held at https://meetnow.global/nz commencing at 12:00 noon on
19 January 2022.
The transaction is fully outlined in our Investor Presentation available at www.ruabio.com/zalm-
transaction and at nzx.com/companies/RUA/announcements, which we encourage you to review.
Rua’s Board and senior management believe the acquisition of Zalm presents an outstanding
commercial opportunity that will significantly strengthen Rua’s ability to deliver on its
commitments to our patients, shareholders and community by diversifying revenue, speeding
market entry and expanding patient choice.
You are warmly encouraged to attend the Special Meeting, ask questions and make your vote
count. You will simply require your shareholder number, found on your proxy form for verification
purposes. Details on how to participate online are set out in the attached Notice of Meeting.

Ends.

For more information, please contact:
Kerry Donovan
Communications Manager Rua Bioscience
Email: kerry.donovan@ruabio.com
Phone: 021 128 7689

New Zealand pharmaceutical company Rua Bioscience aims to be a leading producer of
cannabinoid derived medicines. The company was established in 2017 to support local economic
development in Te Tairāwhiti and is a forerunner in the New Zealand medicinal cannabis sector.
Rua has developed two commercial-scale facilities (a controlled cultivation site in Ruatorea and a
manufacturing and extraction plant in Gisborne) and holds a New Zealand exclusive contract
with German distributor Nimbus Health to supply dried flower to Germany. Rua also has a well-
defined strategy to identify long-term value opportunities across the medicinal cannabis value
chain.
MARKET ANNOUNCEMENT

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
All shareholders of the Company entitled to attend and vote at the virtual meeting
are entitled to appoint a proxy to attend and vote for them instead. A proxy need
not be a shareholder of Rua. The Chair of the meeting is willing to act as proxy
for any shareholder who may wish to appoint him for that purpose. The Chair will
vote as directed on any resolutions, and intends to vote any discretionary proxies
in accordance with the Board recommendations, being in favour of resolution 1
(to the extent permitted by the NZX Listing Rules and Rua’s constitution).
Voting on your holding
To direct your proxy how to vote on the resolutions, you should tick the
appropriate box on the Proxy Voting Form. If you appoint a proxy but do not tick
one of the boxes in relation to a resolution, you will be deemed to have granted
your proxy the discretion to cast your votes as he or she decides. In so doing you
acknowledge that the proxy may exercise your right to vote even if he or she
has an interest in the outcome of the resolutions (provided that interest does not
disqualify him or her from voting under the NZX Listing Rules).
If, in appointing a proxy, you have inadvertently not named someone to be your
proxy, or your named proxy does not attend the meeting, the Chair of the meeting
will be your proxy and will vote in accordance with your express direction.
Attending the Virtual Meeting
If you do not attend the Special Meeting or appoint a proxy, then no vote will be
exercised in respect of your shareholding. If you propose to attend the meeting
virtually, please read the enclosed Virtual Meeting Guide prior to the meeting.
You can participate in the meeting virtually through the online via Computershare
Investor Services Limited’s (Computershare) meeting platform,
https://meetnow.global/nz. You will be able to view presentations, ask questions
and cast your vote from your own computer, mobile or similar device. For any
assistance with the online process, you may contact Computershare on
+64 9 488 8777 between 8.30am-5.00pm Monday to Friday.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them
on a separate sheet of paper and return with this form.
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 12.00pm on Monday 17 January 2022.
VIRTUAL MEETING
A Special Meeting of Rua Bioscience Limited will be held on Wednesday 19 January 2022 at 12.00pm (New Zealand time) online via
Computershare Investor Services Limited’s (Computershare) meeting platform https://meetnow.global/nz, click ‘Go’ under the Rua Bioscience
Limited. Shareholders can participate and vote online in accordance with the instructions in Rua’s Notice of Meeting. If you propose not to
join the Special Meeting, but wish to appoint a proxy, please complete this form in accordance with the instructions below.
LODGE YOUR PROXY/VOTING FORM
Online
www.investorvote.co.nz
By Email
corporateactio
ns@computershare.co.nz
(please use “RUA Bioscience Proxy” in the subject line)
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland 1142, New Zealand
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of Rua Bioscience Ltd to
be held online at meeting platform https://meetnow.global/nz on Wednesday 19 January 2022 at 12.00pm at any adjournment of that meeting.
I/We being a shareholder/s of Rua Bioscience Ltd
Items of Business - Voting Instructions/Ballot Paper
STEP 2
Please note: In the event I/we have not expressed any intention or the intention is unclear (in my/our proxy’s sole opinion),my/our proxy will vote as
they see fit.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolution
1.
To consider and, if thought fit, pass the following ordinary resolution (Resolution), requiring approval by a
simple majority of the votes of shareholders entitled to vote and voting:
That the issue of:
· 8,140,000 new ordinary shares (Initial Shares); and
· 16,280,000 equity securities having the right to convert into ordinary shares on achievement of the
milestones described in the explanatory notes (Performance Shares),
to the shareholders of Zalm Therapeutics Limited (which may together eventually result in those
subscribers holding 28,735,632 fully paid ordinary shares in the Company) be approved for all purposes,
including for the purposes of NZX Listing Rule 4.2.1(a).
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Please Note: Shareholders can still attend the meeting even if they have appointed a proxy (although
they will not be able to vote if a proxy has been appointed).

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.