KAZIA THERAPEUTICS LIMITED ABN 37 063 259 754 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN THE COMPANY. YOU ARE ADVISED TO READ TH

KAZIA THERAPEUTICS LIMITED

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN

THE COMPANY. YOU ARE ADVISED TO READ THIS DOCUMENT IN ITS ENTIRETY BEFORE THE EXTRAORDINARY GENERAL MEETING REFERRED TO BELOW IS CONVENED.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE IN RESPONSE TO THIS DOCUMENT, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR,

ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

NOTICE OF EXTRAORDINARY GENERAL MEETING,

EXPLANATORY STATEMENT

THIS IS A NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD AT 3PM (SYDNEY TIME) ON

24 FEBRUARY 2023 AT THE OFFICES OF THE COMPANY AT THREE INTERNATIONAL TOWERS, LEVEL 24, 300 BARANGAROO AVENUE, SYDNEY NSW 2000.

A PROXY FORM FOR USE AT THIS MEETING IS INCLUDED WITH THIS DOCUMENT.

TO BE VALID, PROXY FORMS MUST BE COMPLETED AND RETURNED TO THE COMPANY S SHARE REGISTRY, COMPUTERSHARE, BY NO LATER THAN 3pm (SYDNEY

TIME) ON 22 FEBRUARY 2023.

Dear Fellow Shareholder

We are pleased to invite you to attend

an Extraordinary General Meeting of the Shareholders of Kazia Therapeutics Limited, which is scheduled to be held at Three International Towers, Level 24, 300 Barangaroo Avenue, Sydney NSW 2000 on 24 February 2023 at 3pm (Sydney time).

Enclosed with this letter is the Notice of Meeting, which details the items of business to be dealt with at the Meeting. We hope you will consider the

matters presented to you in this Notice and support us in our endeavours to continue to grow the Company.

The full range of R&D activities of the

Company is presented on the Kazia website which can be found at www.kaziatherapeutics.com.

The resolutions on the agenda for this Meeting cover the following:

If you plan to attend the Meeting, please bring a copy of the enclosed Proxy Form with you to facilitate registration.

If you are unable to join us, you are encouraged to appoint a proxy to attend and vote on your behalf. To be valid for the purposes of the Meeting, Proxy

Forms must be completed and returned as instructed in this Notice of Meeting, by no later than 3pm (Sydney time) on 22 February 2023. Full instructions for voting by proxy are detailed on the back of the Proxy Form.

Your vote is important, and we encourage you to either attend the Meeting in person or complete the Proxy Form accompanying this Notice and return it to

the Company or the Share Registry in accordance with the directions provided.

On behalf of the Board of Directors

NOTICE OF EXTRAORDINARY GENERAL MEETING

Kazia Therapeutics Limited

NOTICE is hereby given that an Extraordinary General Meeting of Kazia Therapeutics Limited ABN 37 063 259 754 (Company) will be

held at the following time and location, and at that Meeting the business specified below will be conducted.

RESOLUTION 1 RATIFICATION OF PRIOR ISSUE OF ATM SHARES UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolution 1 Ratification of prior issue of ATM Shares

That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue and allotment of 12,316,180

ATM Shares on the terms and conditions set out in the Explanatory Statement.

RESOLUTION 2 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1

PLACEMENT SHARES UNDER LISTING RULE 7.1

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolution 2 Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1

That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue and allotment of 22,597,918

Tranche 1 Placement Shares to sophisticated and professional investors at an issue price of $0.11 per Tranche 1 Placement Share, which were issued under the Company s placement capacity under Listing Rule 7.1, on the terms and conditions set

out in the Explanatory Memorandum.

RESOLUTION 3 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolution 3 Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1A

That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue and allotment of 2,789,100

Tranche 1 Placement Shares to sophisticated and professional investors at an issue price of $0.11 per Tranche 1 Placement Share, which were issued under the Company s additional placement capacity under Listing Rule 7.1A, on the terms and

conditions set out in the Explanatory Memorandum.

RESOLUTION 4 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES UNDER LISTING RULE 7.1

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Resolution 4 Approval to issue Tranche 2 Placement Shares under Listing Rule 7.1

That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of 15,522,075

Tranche 2 Placement Shares to sophisticated and professional investors at an issue price of $0.11 per Tranche 2 Placement Share, on the terms and conditions set out in the Explanatory Memorandum.

To transact any other business as may be

brought before the Meeting in accordance with the Constitution of the Company and of which the requisite notice has been given.

By order of the Board

Dated: 19 January 2023

Voting Exclusion Statements

However, the Company need not disregard a vote cast on Resolutions 1 to 4 if:

EXPLANATORY STATEMENT

This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be

considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.

Shareholders should read this Explanatory Statement in full and, if in doubt about what to do in relation to a Resolution, Shareholders should consult their

stockbroker, solicitor or financial or other professional advisor.

Background to Resolution 1 - Ratification of prior issue of ATM Shares

Between 28 October 2022 and 11 January 2023, the Company issued 12,316,180 Shares under its At-The-Market (ATM) financing facility (ATM Shares), announced by the Company on 23 April 2022.

Under the ATM facility, the Company may offer and sell via Oppenheimer up to US$35 million of ATM Shares, in the form of American Depository Shares

(ADSs), with each ADS representing 10 ATM Shares. Sales of ADSs under the ATM may be made from time to time, with the timing and amount of any sales to be determined by Kazia at its sole discretion, based on a variety of factors.

ATM Shares under the ATM facility are issued at market price and attract low levels of banking fees, providing an attractive form of financing for the Company

with minimal dilution to existing shareholders.

The following table shows details of the ATM Share issues to date:

The issue of ATM Shares did not fall within any of the specified exceptions set out in Listing Rule 7.2 and as it has not yet

been approved by Shareholders, it effectively reduced the Company s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1A for the 12-month period following the

issue date of the ATM Shares.

Accordingly, Resolution 1 seeks approval from Shareholders under Listing Rule 7.4 (and for all other purposes) to ratify

the issue of the ATM Shares under Listing Rule 7.1A.

Background to Resolutions 2 and 3 - Ratification of prior issue of Tranche 1 Placement Shares

As announced to the ASX on 16 January 2023, the Company undertook a placement of Shares to qualified sophisticated and professional investors at

A$0.11 per Share (Placement Shares) to raise A$4 million (before costs) (Placement). The issue price represented a discount of 19% to the closing price of the Company s Shares on 11 January 2023 (being the last closing

price prior to the announcement of the Placement).

The Placement involves:

The issue of Tranche 1 Placement Shares did not fall within any of the specified exceptions set out in Listing Rule 7.2 and as it has not yet been approved by

Shareholders, it reduced the Company s capacity to issue further equity securities without shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the issue date of the

Tranche 1 Placement Shares.

Accordingly, Resolutions 2 and 3 seek approval from Shareholders under Listing Rule 7.4 (and for all other purposes) to

ratify the issue of the Tranche 1 Placement Shares. 22,597,918 Tranche 1 Placement Shares were issued under the Company s 15% placement capacity under Listing Rule 7.1 and 2,789,100 Tranche 1 Placement Shares were issued under the

Company s existing 10% additional placement capacity under Listing Rule 7.1A, which was approved by Shareholders at the Company s 2022 annual general meeting.

Listing Rules 7.1 and 7.1A

Under Listing Rule 7.1, the

Company is not permitted to issue, or agree to issue, more equity securities during any 12-month period than the amount which represents 15% of the number of fully paid ordinary securities on issue at the

commencement of that 12-month period unless the issue is approved by Shareholders or an exemption under Listing Rule 7.2 applies.

Under Listing Rule 7.1A, eligible entities may seek shareholder approval to increase the 15% limit under Listing Rule 7.1 by an additional 10% for a period of

12 months from approval being granted. The Company received Shareholder approval for the issue of securities under Listing Rule 7.1A at its 2022 annual general meeting, which was held on 16 November 2022.

Listing Rule 7.4 provides that where

Shareholders ratify a prior issue of equity securities made under Listing Rule 7.1, the issue is treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the Company s 15% placement capacity and

enabling it to issue further securities up to that limit.