Incannex Healthcare Limited ACN 096 635 246 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, Perth on T

OF ANNUAL GENERAL MEETING

the annual general meeting of the Company 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 time).

Board considers that the health, safety and welfare of the Company's staff, its Shareholders and other stakeholders to be paramount.

Accordingly, the number of physical attendees at the Meeting will be limited to the maximum number of attendees permitted based on the

relevant Government regulations and guidelines in force at the time of the Meeting.

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.

you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61) (0)417 935

OF ANNUAL GENERAL MEETING

is given that the annual general meeting of shareholders of Incannex Healthcare Limited (Company) will be held at the offices

of Thomson Geer, Level 27 Exchange Tower, 2 The Esplanade, Perth on Tuesday, 29 November 2022 at 2:00 pm (Perth time) (Meeting).

and abbreviations used in the Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given

to them in Schedule 1.

Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the

Proxy Form both form part of this Notice.

Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible

to vote at the Meeting are those who are registered as Shareholders on 27 November 2022 at 4:00pm (Perth time).

will have the opportunity to submit questions during the Meeting in respect to the formal items of business to be conducted at the Meeting.

passing of the Resolutions arising at this Meeting will be decided by a poll. Upon a poll, every person who is present in person or by

proxy, corporate representative, or attorney, will have one vote for each Share held by that person.

are strongly urged to vote by proxy prior to the Meeting. Shareholders can complete the Proxy Form to provide specific instructions on

how their vote is to be exercised on each Resolution. The Chair of the Meeting MUST and WILL follow the Shareholder's instructions

if the Chair is appointed as proxy. Instructions for voting by proxy are set out on the Proxy Form.

vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out

accordance with section 249L of the Corporations Act, Shareholders are advised that:

you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61) 417 935 552.

consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2022, which includes the Financial Report,

the Directors' Report and the Auditor's Report.

Resolution 1 - Remuneration Report

consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by Shareholders

for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

vote on this Resolution is advisory only and does not bind the Directors or the Company.

2 - Re-election of Mr Troy Valentine as Director

consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

pursuant to and in accordance with Article 6.14 of the Constitution and for all other purposes, Mr Troy Valentine, Director, retires

and being eligible, be re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

3 - Election of Dr George Ansatassov as Director

consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

for the purposes of ASX Listing Rule 14.4 and Article 6.20 of the Constitution and for all other purposes, Dr George Anastassov is elected

as a Director on the terms and conditions in the Explanatory Memorandum."

4 - Election of Mr Robert Clark as Director

consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

for the purposes of ASX Listing Rule 14.4 and Article 6.20 of the Constitution and for all other purposes, Mr Robert Clark is elected

as a Director on the terms and conditions in the Explanatory Memorandum."

5 - Amendment to Constitution

consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

the Constitution be amended by adding the following underlined words to clauses 5.16 and 5.17:

A meeting of Members, including a hybrid (virtual and in-person) or virtual-only meeting, may be held in two or more places linked

together by any technology that:

gives the Eligible Members as a whole in those places a reasonable opportunity to participate in proceedings;

enables the chairperson of that meeting to be aware of proceedings in each place; and

enables the Eligible Members in each place to vote on a show of hands and on a poll.

If a meeting of Members is held in two or more places, either by way of hybrid (virtual and in-person) or virtual-only meeting

an Eligible Member present at one of the places is taken to be present at that meeting; and

that meeting will be deemed to be held at the place stated in the Notice of meeting, or, failing statement of a place in the Notice of

meeting, as determined by the chairperson of that meeting. "

6 - Approval to issue Options and Company Acquisition Incentive to Mr. Robert Clark, Director, as part of his remuneration package

consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 5,000,000

unlisted Options to acquire new fully paid ordinary shares to Mr Robert Clark, Director of the Company, as well as a Company Acquisition

Incentive on such terms described in the Explanatory Memorandum."

Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting

to be held on 29 November 2022 at 2.00 pm (Perth time).

Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms

and conditions on which the Resolution will be voted.

Meeting referred to in the Notice is being held so that the Shareholders can consider the Resolution.

Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Proxy Form is located at the end of this Explanatory Memorandum.

2. VOTING EXCLUSIONS

Company will disregard any votes cast in favour of Resolution 1:

a vote may be cast by such a person if:

Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of this Resolution.

are no voting exclusions for Resolution 2, 3, 4 & 5.

Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of these Resolutions.

Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Robert Clark (or his nominee) and any other person

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 that Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of

these Resolutions by:

Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of these Resolutions.

3. ACTIONS TO BE TAKEN BY SHAREHOLDERS

should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy') to vote

in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and

return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not

preclude a Shareholder from attending and voting at the Meeting in person.

vote by proxy, please complete and sign the enclosed Proxy Form and return it by:

5 126, Phillip Street Sydney NSW 2000

that it is received not later than 27th November 2022 at 2.00 pm (Perth time). Proxy Forms received later than this time will be invalid.

a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the

body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him

or her to act as that body corporate's representative. The authority may be sent to the Company or its share registry in advance

of the Meeting or handed in at the Meeting when registering as a corporate representative.

accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no

requirement for Shareholders to approve the Annual Report.

the Meeting, Shareholders will be offered the opportunity to:

addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's

be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.