Incannex Healthcare Limited ACN 096 635 246 ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING For the annual general meeting of the Company to be held at the offices of Thomson Geer at Level 27 Exchange Tower, 2 The Esplanade

This Addendum is supplemental to the Notice and should be read

in its entirety along with the Notice.

If Shareholders are in doubt as to how

they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters

in this Addendum or the Notice, please do not hesitate to contact the Company Secretary on (+61) 417 935 552.

ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Incannex Healthcare Limited (Company)

hereby gives notice to Shareholders of the Company that the Directors have determined to issue this addendum (Addendum)

to the Company's Notice of Annual General Meeting dated 21 October 2022 (Notice)

in relation to the annual general meeting of Shareholders (Meeting)

to be held at the offices of Thomson Geer at Level 27 Exchange Tower, 2 The Esplanade, Perth on Tuesday, 29 November 2022 at 2:00 pm (Perth

Capitalised terms in this Addendum have

the same meaning as defined in the Notice unless otherwise stated.

PURPOSE OF THIS ADDENDUM

In accordance with section 328B(3) of the Corporations Act,

a copy of the notice of nomination of PKF for appointment as auditor of the Company is included in this Addendum.

IMPORTANT INSTRUCTIONS REGARDING

REPLACEMENT PROXY FORMS

to this Addendum is a replacement Proxy Form (Replacement Proxy Form).

If Shareholders wish to have their votes counted by proxy in respect of Resolution 7, Shareholders must use the attached Replacement

Proxy Form to vote on all Resolutions.

In the event that a Shareholder provides

a Replacement Proxy Form, any previous Proxy Form (in the form dispatched with the original Notice) (Previous

Proxy Form) which has been completed by that Shareholder will be disregarded.

If you have already voted by completing

and submitting to the Company a Previous Proxy Form and do not wish to vote on Resolution 7 or do not wish to change your proxy vote on

any of the Resolutions, you do not need to take any action, as the Previous Proxy Form you have already submitted remains valid.

In the event that a Shareholder provides

the Company with a Previous Proxy Form and does not subsequently provide a Replacement Proxy Form, the Company reserves the right to accept

Previous Proxy Forms received from any such Shareholders.

The Replacement Proxy Form must be received

no later than 2:00pm (Perth time) on 27 November 2022.

Further details regarding the appointment

of a proxy are provided in the Notice.

The Chairman intends to exercise all

available proxies in favour of all the Resolutions (including Resolution 7) unless the Shareholder has expressly indicated a different

Dated 21 November 2022

By order of the Board

ADDITIONAL RESOLUTION

An additional Resolution 7 is inserted in the Notice as follows.

Resolution 7 - Appointment

To consider and, if thought fit, to

pass with or without amendment, as an ordinary resolution the following:

for the purpose of section 327B of the Corporations Act and for all other purposes, PKF Brisbane Audit (ABN 33 873 151 348) having been

nominated to act as the Company's auditor and having consented to act, be hereby appointed as the auditor of the Company."

INFORMATION REGARDING RESOLUTION 7 FOR INCLUSION IN

THE EXPLANATORY MEMORANDUM

A new section is added to the Explanatory Memorandum forming

part of the Notice in respect of the additional Resolution 7 as follows.

Section 11. APPOINTMENT OF AUDITOR

This section provides further information

relating to Resolution 7.

As announced by the Company on 7 July

2022, following the resignation of HLB Mann Judd (WA Partnership) as auditor of the Company and ASIC's consent to the same, the

Board appointed PKF Brisbane Audit (ABN 33 873 151 348) (PKF) as

the Company's auditor to fill casual vacancy with effect from 7 July 2022.

PKF's appointment as auditor of the

Company was pursuant to section 327C(1) of the Corporations Act and in accordance with section 327C(2) of the Corporations Act, PKF (being

an auditor appointed under section 327C(1) of the Corporations Act) holds office until the Meeting.

PKF has been nominated in accordance

with section 328B(1) of the Corporations Act and pursuant to section 328B(3) of the Corporations Act, a copy of the notice of nomination

of PKF for appointment as auditor accompanies this Addendum.

Accordingly, for the purpose of section

327B of the Corporations Act and for all other purposes, Resolution 7 seeks Shareholder approval for the appointment of PKF as auditor

PKF has consented to act in the capacity of auditor of the

Resolution 7 is an ordinary resolution.

The Chairman intends to vote all available proxies in favour

The Board recommends that Shareholders vote in favour of Resolution 7.

There are no voting exclusions for Resolution 7.

NOTICE OF NOMINATION OF PKF BRISBANE AUDIT FOR APPOINTMENT AS AUDITOR

For the purposes of section 328B(1) of the Corporations Act

2001 (Cth), Troy Valentine, being a member of Incannex Healthcare Limited (Company), hereby nominates PKF Brisbane Audit

(ABN 33 873 151 348) for appointment as auditor of the Company at the Company's upcoming 2022 Annual General Meeting of its