Announcement PDF 24 April 2026 Dear Shareholder, I am pleased to invite you to attend the Annual Shareholders’ Meeting of Neuren Pharmaceuticals Limited, which will be held at RACV City Club, Level 2, Bayside 4a/b, 501 Bourke St, Melbourne VIC 3000 at 2.00 pm (AEST) on Wednesday 27 May 2026. The meeting will also be made accessible to shareholders via an online platform that will display a live webcast of the meeting, including the Chairman’s address and CEO’s presentation along with relevant slides. The online platform will provide shareholders the opportunity to vote and submit questions. The following documents are enclosed: • Notice of the Meeting, including Explanatory Memorandum (if you have elected this option); • a personalised proxy form; and • if you have received this by mail, a return envelope, and a form to elect to receive shareholder communications electronically. Instructions on how to attend the meeting online and vote are included in the Explanatory Memorandum. If you have not already done so, I encourage you to consider electing to receive Neuren communications, including the Annual Report electronically, which can be done via the share registry website (au.investorcentre.mpms.mufg.com), or by returning the enclosed form. Yours sincerely, Patrick Davies Non-Executive Chair Neuren Pharmaceuticals Limited Incorporated in New Zealand ARBN 111 496 130 Suite 1.01, 117 Camberwell Road, Hawthorn East, VIC 3123, Australia NEUREN PHARMACEUTICALS LIMITED NOTICE OF ANNUAL SHAREHOLDERS’ MEETING Notice is given that the Annual Shareholders’ Meeting (Meeting) of Neuren Pharmaceuticals Limited (Company or Neuren) will be held at: Venue: RACV City Club, Level 2, Bayside 4a/b, 501 Bourke St, Melbourne VIC 3000 Date: Wednesday 27 May 2026 Time: 2.00pm AEST As the Company’s constitution allows for a general meeting to be held at two or more venues simultaneously using any technology that gives the shareholders as a whole a reasonable opportunity to participate, Neuren will hold a hybrid meeting, being a physical meeting linked with online facilities that allow remote participation, where shareholders will be able to participate in person or online. Shareholders should lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the Meeting in person. Shareholders will be able to participate in a live webcast of the Meeting online enabling them to listen, participate and ask questions to the extent they are entitled to do so and cast direct votes at the appropriate times whilst the Meeting is in progress. Each person entitled to vote will be given the opportunity to participate in the vote in real time (and voting is also available in advance of the Meeting by lodging a directed proxy). Voting at the Meeting will occur by a poll rather than a show of hands. For shareholders who wish to participate in the Meeting online, it will be accessible via the online platform at https://meetings.openbriefing.com/neu26 hosted by the Share Registry of the Company, MUFG Corporate Markets, a division of MUFG Pension & Market Services (MUFG Corporate Markets) (formerly known as Link Market Services). The Explanatory Memorandum and Proxy Form which accompany and form part of the Notice of Meeting, describe in more detail the matters to be considered, and include instructions on how to attend the Meeting and vote. BUSINESS A Chairman’s address and CEO’s presentation B To receive and consider the annual report of the Company C Resolutions Resolution 1: Re-election of Director - Joe Basile To consider and, if thought fit, to pass the following ordinary resolution: “That Joe Basile be re-elected as a director of the Company.” Neuren Pharmaceuticals Limited Incorporated in New Zealand ARBN 111 496 130 Suite 1.01, 117 Camberwell Road, Hawthorn East, VIC 3123, Australia Resolution 2: Auditor remuneration To consider and, if thought fit, to pass the following ordinary resolution: “That the board of directors is authorised to fix the auditor’s fees and expenses.” Resolution 3: Issue of options to Managing Director - Jonathan Pilcher To consider and, if thought fit, to pass the following ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is given to issue 360,000 options to acquire ordinary shares to Jonathan Pilcher, Managing Director of the Company, on the terms and conditions set out in the Explanatory Memorandum.” Voting exclusion: The Company will disregard any votes cast in favour of the resolution by or on behalf of: • any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme (including Jonathan Pilcher) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: • 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 • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4: Amendments to the Company’s Constitution To consider and, if thought fit, to pass the following special resolution: “That, for the purposes of section 32(2) of the Companies Act 1993 (NZ) and for all other purposes, approval is given for amendments to the Company’s Constitution that are specified in the Appendix to this Notice of Annual Shareholders’ Meeting dated 24 April 2026, with effect from the close of the Meeting.” Resolutions 1, 2 and 3 are ordinary resolutions and, to be passed, require the approval of a majority of the valid votes cast on the resolution by the shareholders entitled to vote and voting on the resolution. Resolution 4 is a special resolution and, to be passed, requires the approval of 75% or more of the valid votes cast on the resolution by the shareholders entitled to vote and voting on the resolution. Neuren Pharmaceuticals Limited Incorporated in New Zealand ARBN 111 496 130 Suite 1.01, 117 Camberwell Road, Hawthorn East, VIC 3123, Australia Each of these Resolutions is described in the Explanatory Memorandum. The Chair will direct that all resolutions will be conducted by a poll and, where validly appointed as a proxy, intends to vote all undirected proxies in favour of each resolution. The directors unanimously recommend that shareholders vote in favour of all resolutions. By order of the Board Lauren Frazer Company Secretary 24 April 2026 4 of 20 IMPORTANT INFORMATION HOW TO ATTEND THE VIRTUAL MEETING AND VOTE The persons who will be entitled to attend and vote at the Meeting are those persons (or their proxies or representatives) registered as holding ordinary shares on Neuren’s share register at 7.00 pm AEST on Monday 25 May 2026. Attending the Meeting The Meeting can be attended in person or online. To participate online, enter https://meetings.openbriefing.com/neu26 into a web browser on your computer or online device. We recommend logging in to the online platform for the Meeting at least 15 minutes prior to the scheduled start time for the Meeting. Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Voting Form. Proxyholders will need their proxy code which MUFG Corporate Markets will provide via email no later than 24 hours prior to the Meeting. Further information on how to participate is set out in the Online Platform Guide, which has been published as an ASX announcement and is available on Neuren’s website www.neurenpharma.com. Asking questions A discussion will be held on all items to be considered at the Meeting. The Company will endeavour to give all shareholders a reasonable opportunity to ask questions in person or via the virtual Meeting platform, including an opportunity to ask questions of the Company’s external auditor. To ensure that as many shareholders as possible have the opportunity to speak, shareholders are requested to observe the following: • all shareholder questions should be stated clearly and should be relevant to the business of the Meeting, including matters arising from the Annual Report and general questions about the performance, business or management of the Company; • if a shareholder has more than one question on an item, all questions should be asked at one time; and • shareholders should not ask questions at the Meeting regarding personal matters or those that are commercial in confidence. Voting Shareholders may vote either at the Meeting or by using the online platform (online voting will be open between the commencement of the Meeting and the time at which the Chair announces voting closure), or by appointing a proxy or a representative (in the case of a corporate shareholder). To appoint a proxy or representative, complete the enclosed Proxy Form and return it to Neuren’s share registry, MUFG Corporate Markets, by facsimile or mail as directed on the Proxy Form, or lodge it on-line at the registry’s website (au.investorcentre.mpms.mufg.com) in accordance with the instructions given (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website). Documents received or lodged later than 2.00 pm AEST on Monday 25 May 2026 will not be valid for the Meeting. 5 of 20 Proxies and Corporate Representatives Shareholders entitled to attend and vote at the Meeting may appoint a proxy or representative (in the case of a corporate shareholder) to attend the Meeting and vote on their behalf by completing the enclosed Proxy Form. A proxy or representative need not be a shareholder of Neuren. Proxy Forms must be received by Neuren’s share registry, MUFG Corporate Markets, at the address on the enclosed Proxy Form, or be lodged on-line at the registry’s website, by 2.00 pm (AEST) on Monday 25 May 2026. A representative should bring to the Meeting evidence of his or her appointment by the shareholder. ANNUAL REPORT The Company is an “e-reporting entity” under the Financial Markets Conduct Regulations 2014 (NZ) (“Regulations”). In accordance with section 61D of the Regulations, the Company’s annual report for the year ended 31 December 2025 is available for viewing and download from the Company’s website www.neurenpharma.com. The Company’s annual reports for all future accounting periods for which it is an e- reporting entity will be publicly available on that site, as required by section 61D of the Regulations. A shareholder may, at any time, request a free copy (as a hard copy or an electronic copy) of the most recent and future annual reports. The Company’s auditor Grant Thornton will be represented at the Meeting. Shareholders will be able to ask questions or discuss matters arising from the annual report at the Meeting. However, it is not the purpose of the Meeting that the annual report be accepted, rejected or modified in any way. 6 of 20 EXPLANATORY MEMORANDUM The purpose of this Explanatory Memorandum, which forms part of the Notice of Meeting dated 24 April 2026, is to provide shareholders with an explanation of the Resolutions to be proposed and considered at the Annual Shareholders’ Meeting on Wednesday 27 May 2026 (Meeting) and to allow shareholders to determine how they wish to vote on those Resolutions. RESOLUTION 1: RE-ELECTION OF DIRECTOR - JOE BASILE The ASX Listing Rules require that a director of the entity must not hold office without re-election past the third annual general meeting following the director’s appointment, or 3 years, whichever is longer. Accordingly, Joe Basile offers himself for re-election at the Meeting. Joe joined the Neuren Board in March 2023 and brings extensive financial and commercial expertise to the Board. In 2024, he was appointed Chair of the Audit Committee. Joe has over 30 years’ experience in executive roles within the pharmaceutical industry, most recently as Group Chief Financial Officer of iNova Pharmaceuticals, based in Singapore. Prior to this, he held senior Finance leadership and Commercial Sales leadership roles with Novartis across Australia and Asia. If Resolution 1 is passed, Joe will hold office as Director until the third annual general meeting following his reappointment, or for a period of 3 years, whichever is longer. If Resolution 1 is not passed, Joe will cease to hold office as Director with effect from the conclusion of the Meeting. RESOLUTION 2: AUDITOR REMUNERATION In accordance with section 207S of the Companies Act 1993 (NZ), this resolution seeks authorisation for the board of directors to fix the fees and expenses of the Company’s auditor. RESOLUTION 3: ISSUE OF OPTIONS TO MANAGING DIRECTOR - JONATHAN PILCHER The Company is proposing to grant 360,000 unquoted options to acquire ordinary shares (“Options”) to Managing Director, Jonathan (Jon) Pilcher. On 23 May 2025, Neuren announced the issue of 1,800,000 new share options to Neuren team members as a long-term incentive linked to achieving key milestones for NNZ-2591 as well as the intention to issue 360,000 Options with the same terms to Jon, subject to receiving shareholder approval at a future meeting of shareholders. The Options provide an incentive component to Jon’s remuneration package aligned with the interests of Shareholders. Listing Rule 10.14 ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme unless it obtains the approval of its shareholders: 10.14.1 a director of the company; 10.14.2 an associate of a director of the company; or 10.14.3 a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders. The proposed issue of the Options to Jon Pilcher falls within Listing Rule 10.14.1, as Jon is a Director, and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14. 7 of 20 Resolution 3 seeks the required Shareholder approval for the proposed issue of Options under and for the purposes of Listing Rule 10.14. If Resolution 3 is passed, the Company will be able to proceed with the issue of Options to Jon Pilcher, and the Options (and any Shares issued upon their vesting) will not count towards the Company’s 15% placement capacity under ASX Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Options to Jon Pilcher. Specific information required by Listing Rule 10.15 Pursuant to, and in accordance with, Listing Rule 10.15, the following information is provided to Shareholders in respect to the proposed issue of Options under Resolution 3: Material Terms: Refer to Table A below for material terms of the Employee Share Scheme Class of Securities: Options to acquire fully paid ordinary shares Maximum number of Options to be issued: 360,000 Options Recipient: Jon Pilcher Issue Price: The Options will be issued for nil cash consideration. Exercise Price: The exercise price will be the higher of: a) the volume weighted average price (VWAP) which the Company’s shares are traded on the ASX for the 5 days prior to 27th May 2026, the date of the Meeting; or b) A$12.91 per share, being the VWAP which the Company’s shares were traded on the ASX for the 5 days prior to 23rd May 2025, the date on which the Board resolved to issue the Options subject to shareholder approval. Issue Date: The Options will be issued as soon as practicable after the date of the Annual Shareholders’ Meeting and in any event no later than 3 months after the Meeting. Expiry Date: 5 years after issue Terms of any loans to acquire the securities: No loans are proposed to be advanced in relation to the proposed issue of the Options. Value of the Options: The Company has estimated the fair value of the Options as A$1,321,182, determined using the Black-Scholes valuation model. The significant inputs into the model are exercise price of $12.91, a share price of A$12.91 on the date of valuation, the estimated future volatility of 54.10%, the risk-free rate of 4.59%, the expected life of 5 years and a dividend yield of 0%. Vesting conditions: The Options vest, subject to remaining an employee, if and when the following non-market performance vesting conditions are met for NNZ-2591: 8 of 20 i. One third of the Options shall vest on the last patient dosing in a Phase 3 clinical trial; ii. One third of the Options shall vest on the acceptance for filing of a marketing application, or execution of a material partnering transaction; iii. One third of the Options shall vest on the first patient dosing in a pivotal clinical trial for a second indication. Each of these Vesting Conditions shall be tested separately from the other Vesting Conditions. Each vesting condition will be tested by the Board at the time the relevant milestone is achieved, acting reasonably and in good faith. Number of securities previously issued to Jon Pilcher under the Employee Share Scheme and the average acquisition price paid for those securities: Nil Table A – Summary of material terms of employee share scheme Term Description Eligibility Qualifying employees and consultants of Neuren may participate in the Employee Share Scheme (ESS), with eligibility and the number of Options to be issued under the ESS to be determined by the Company’s Board of Directors. Vesting conditions The ESS is governed by rules that provide for the vesting of Options issued to occur when certain non-market performance conditions are met. Exercise After the Options issued under the ESS have vested, participants may choose to exercise their Options within the specified exercise period by giving notice to the Company and paying the relevant exercise price. If the Company receives an offer which, if implemented, would result in the sale of all or substantially all of the business of the Company or all or substantially all of the shares in the Company, then, upon reasonable notice from the Company, all Options that have not lapsed will immediately vest and become exercisable. Exercise Price The exercise price of the Options is determined by the Company’s Board of Directors but subject to the requirement under the ASX Listing Rules that the Exercise Price must be at least A$0.20. 9 of 20 The Company’s Board of Directors determines the Exercise Price using the Market Value of the shares, meaning, at any given date, the volume weighted average price (VWAP) per Share traded on the ASX over a period of business days immediately preceding the issue of the Options. Expiry Options issued under the Employee Share Scheme will expire at the end of the exercise period which is a date fixed in the Option Letter of Office issued to each particular participant, unless a “change of control” event occurs (refer above). Cessation of employment of holders of Options If participants cease their employment with the Company: a) unvested Options lapse; and b) vested Options may still be exercised no later than the Expiry Date of the Options. The Board may, subject to such conditions as it sees fit and in its absolute discretion, determine that unvested Options held by a participant who has: a) ceased to be an employee or consultant by reason of injury, ill health, redundancy, retirement or otherwise shall not lapse; b) died, shall not lapse and may be transferred to a personal representative of that participant. Capital Restructure Upon any reorganisation (including consolidation, sub-division, reduction, cancellation or return) of the share capital of the Company, appropriate adjustments to the ESS (including the number of Options and the Exercise Price) are permitted to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The current total remuneration package for Jon Pilcher as at the date of this Notice is set out below: Total remuneration (per annum) A$ Salary, fees and leave paid 870,000 Superannuation 30,000 Total 900,000 The Options the subject of Resolution 3 constitute equity-based remuneration for the purposes of the Companies Act 1993 (NZ). The share-based payment expense recognised in the Company’s financial statements (if any) represents an accounting determination under applicable accounting standards and does not form part of the total remuneration amounts disclosed in the table above. Details of any Options to acquire ordinary shares issued under the scheme will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. 10 of 20 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the scheme after the resolution is approved and who were not named in the Notice of Meeting will not participate until approval is obtained under that rule. Dilution If all Options are exercised, a total of 360,000 fully paid ordinary shares would be issued, representing approximately 0.28% of the Company’s issued capital (as at the date of this Notice of Meeting) following exercise, and resulting in corresponding dilution to existing shareholders. Amount Existing ordinary shares on issue as at the date of the Notice of Meeting 126,498,826 Options to be issued 360,000 Total shares on issue if those Options are exercised 126,858,826 Potential dilution to existing shareholders 0.28% Voting Exclusions For the voting exclusion applicable to this Resolution 3, please refer to the voting exclusion statement in the Notice of Meeting. RESOLUTION 4: AMENDMENTS TO COMPANY’S CONSTITUTION Resolution 4 seeks shareholder approval for the amendments to the Company’s Constitution that are specified in the Appendix to this Notice of Meeting, with those amendments taking effect from the close of the Meeting. The proposed amendments to the Constitution account for a number of developments in law, the ASX Listing Rules, corporate governance principles and general corporate and commercial practice for ASX-listed entities since the Constitution was last amended on 6 December 2016. Pursuant to section 32 of the Companies Act 1993 (NZ), the proposed amendments to the Company’s Constitution must be approved by a special resolution of shareholders. To be passed, a special resolution requires the approval of 75% or more of the valid votes cast on the resolution by shareholders entitled to vote and voting on the resolution. A summary of the proposed amendments is set out below. Clause 16.6 permits the Board to make a payment to a director or former director (or his or her dependants) by way of a lump sum or pension in connection with the retirement or cessation of office by that director, if the amount of that payment or the method of calculation of that payment is authorised by an ordinary resolution of the shareholders. Authorisation of that amount or method of calculation by ordinary resolution is not required, however, if the relevant director was in office on or before 1 May 2004, has continued to hold office since that date and provided that the amount or base of that pension does not exceed a threshold specified in clause 16.6. No current directors have held office since 1 May 2004 and, accordingly, no current directors are able to receive a lump sum or pension upon retirement from, or cessation of, office without that payment or the method of calculation of that payment first being approved by ordinary resolution of the shareholders. The Board proposes the amendments to clause 16.6 to clarify that any such lump sum or method of calculation of pension payment must be authorised by an ordinary resolution of the shareholders. 11 of 20 The Board proposes amendments to clause 9.1 to provide that the power to transfer Shares is subject to the ASX Listing Rules and ASX Settlement Rules. The Board proposes that new clause 9.2.3(d) is inserted to clarify that any instrument of transfer not falling within the provisions of clauses 9.1, 9.2.1 or 9.2.2 must be accompanied by such evidence as the Board reasonably requires to prove the title of the transferor to, or right of the transferor to transfer, any shares being transferred. Clause 7.4 permits the Board to sell the shares of a Shareholder holding less than a “Minimum Holding” after giving three months’ written notice to that Shareholder. The Board proposes to replace clause 7.4 with updated provisions that align with the requirements of ASX Listing Rule 15.13, which governs the sale of securities held by a Shareholder holding less than a Marketable Parcel (as that term is defined in the ASX Listing Rules), being a parcel with a market value of less than A$500. Proposed new clause 7.4.1 requires, among other things, that the Company gives the relevant Shareholder at least six weeks’ notice (together with a form of election) prior to selling a Shareholder’s parcel that is less than a Marketable Parcel. If a Shareholder notifies the Company within the specified notice period that it wishes to retain its security holding, the sale provisions of clause 7.4 will not apply. If a Shareholder does not give such notice, then the Company may sell the relevant securities in compliance with clause 7.4.3. Proposed new clause 7.4.2 provides the Company with additional powers of sale where a Shareholder’s holding of less than a Marketable Parcel was created by the transfer of a parcel that was itself less than a Marketable Parcel. In those circumstances, the Company may exercise its power of sale without needing to first consult with the relevant Shareholder. Proposed new clause 7.4.4 provides that the purchaser must bear all costs of the sale of securities under clause 7.4. The Board proposes that new clause 9.2.6 is inserted to provide the Company with the power to take any action determined necessary by the Directors to comply with the ASX Settlement Rules, including requesting an Approved CS Facility to apply a Holding Lock to prevent a transfer of securities from being registered. Proposed new clause 9.5 is a mandatory provision required to be included in the constitutions of listed entities under ASX Listing Rule 15.12. Broadly, proposed new clause 9.5 restricts holders of Restricted Securities from disposing of, or receiving capital returns on, those securities during the applicable escrow period and sets out the consequences of any breach of those restrictions. "Restricted Securities" has the meaning given in the ASX Listing Rules and captures securities subject to mandatory escrow (trading restrictions) imposed by the ASX. These restrictions generally apply during new listings or re-compliance listings to ensure that key stakeholders, such as founders and vendors, remain aligned with the company’s performance post-listing. The Board proposes that clause 14.16 (which provides that clause 7 of the First Schedule of the Companies Act 1993 (NZ) relating to postal votes does not apply to the Company unless the Board determines otherwise) is deleted and replaced with new clause 14.6.4. Proposed new clause 14.6.4 provides that: • the Board has discretion to determine whether Shareholders may vote by postal vote (including by electronic means permitted by the Board); • if the Board permits postal voting, the procedures set out in clause 7 of the First Schedule of the Companies Act 1993 (NZ) will apply; • where a Shareholder submits both a valid postal vote and a proxy or representative appointment for the same resolution, the Company may treat the postal vote as effective and disregard any vote cast by the proxy, attorney or representative on that resolution; and • a postal vote is not revoked by a Shareholder attending a meeting in person unless the Shareholder instructs the Company (or, at the Company’s instruction, its share registry) before the meeting at which they wish to vote in person. The Board proposes to insert new clauses 15.2.2, 15.2.3 and 15.5 to clarify the rights of Shareholders in relation to proxies and attorneys. Proposed new clause 15.2.2 provides that a Shareholder may appoint more than one Proxy for a particular meeting, provided that more than one Proxy is not appointed to exercise the rights attached to a particular Share. Proposed new clause 15.2.3 provides that if a Shareholder appoints two or more Proxies, the appointment may specify 12 of 20 the proportion or number of the Shareholder’s votes each Proxy may exercise, failing which each Proxy may exercise an equal proportion of the votes. Proposed new clause 15.5 provides that a Proxy or attorney has no power to act for a Shareholder at a general meeting at which the Shareholder is present in person (or, in the case of a body corporate, by representative), and that a Proxy has no power to act where the Shareholder is present by attorney. The Board proposes that new clause 16.5 is inserted to provide for the mandatory retirement of Directors by rotation in compliance with ASX Listing Rules 14.4 and 14.5. Among other things, proposed new clause 16.5 provides that: • an election of Directors must be held each year; • a Director may not hold office for more than three years or beyond the third annual general meeting following appointment w