Beroni : Addendum to Notice of General Meeting

BERONI GROUP LIMITED

ACN 613 077 526

ADDENDUM TO NOTICE OF GENERAL MEETING

Beroni Group Limited (ACN 613 077 526) (Company) gives notice to Shareholders of the Company that the Directors have determined to issue this addendum (Addendum) in relation to the Company's General Meeting of Shareholders to be held on 26 July 2022 at 12.00pm (AEST) at Level 16, 175 Pitt Street, Sydney, NSW 2000 Australia, notice of which was contained in the Company's Notice of Meeting.

This Addendum forms part of the Notice of Meeting. Capitalised terms in this Addendum have the same meaning as defined in the Notice of Meeting unless otherwise stated.

The Company confirms that in issuing this Addendum there is no change to the time and date of the Meeting (being Tuesday, 26 July 2022 at 12.00pm (AEST)).

AMENDMENT TO RESOLUTIONS 1 & 2

By this Addendum:

• Resolutions 1 and 2 are amended as detailed below and will be considered at the
  Company's upcoming Meeting; and
• Sections 1 and 2 of the Explanatory Statement to the Notice of Meeting are amended in respect of amended Resolutions 1 and 2 respectively.

The amendments relate to a change in offer structure for the NASDAQ Capital Market IPO Raising. Accordingly, it is proposed that the offer structure will be units comprising one Share and one warrant (Offer Unit). Further details are set out in the Notice of Meeting and Explanatory Memorandum.

IMPORTANT INSTRUCTIONS REGARDING PROXY FORMS

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

In the event that a Shareholder provides a Replacement Proxy Form, any previous Proxy Form (in the form dispatched with the original Notice of Meeting) (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 change your proxy vote on any of the Resolutions including Resolutions 1 & 2, 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.

Further details regarding the appointment of a proxy are provided in the Notice of Meeting.

NSX takes no responsibility for the contents of this Notice of Meeting and the Explanatory Statement.

This Addendum 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.

Should you wish to discuss the matters in this Addendum please do not hesitate to contact the Company Secretary on ([phone]

Voting by proxy

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

1. post to Minerva Corporate, PO Box 5638, St Georges Terrace, Perth, WA 6831; or
2. email the Company Secretary [e-mail],

so that it is received not less than 48 hours prior to commencement of the Meeting, that is, by 12:00pm AEST on 24 July 2022.

Proxy forms received later than this time will be invalid.

DATED: 12 JULY 2022

BY ORDER OF THE BOARD

MR CHEN CHIK (NICHOLAS) ONG

COMPANY SECRETARY

A M E N D E D R E S O L U T I O N S 1 & 2

Resolutions 1 and 2 of the Notice of Meeting are amended and replaced by the following resolutions which are inserted into the Notice of Meeting as follows:

1. RESOLUTION 1 - CONDITIONAL ISSUE OF OFFER UNITS TO UNDERWRITER

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

"That, for the purpose of NSX Listing Rule 6.25, and for all other purposes, Shareholders approve the issue and allotment to the Underwriter of up to 10,000,000 Offer Units (on a post consolidation basis) at an issue price of no less than US$4 conditional on the approval of the listing of the Company on the NASDAQ Capital Market, on the terms and conditions set out in the explanatory statement accompanying this notice of meeting."

Voting Prohibition Statement:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of persons who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 1 is passed;

However, the Company needs not disregard a vote if:

1. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 - CONDITIONAL ISSUE OF OVER-ALLOTMENT OFFER UNITS PURSUANT TO UNDERWRITER OPTION

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

"That, for the purpose of NSX Listing Rule 6.25, and for all other purposes, Shareholders approve the issue and allotment to the Underwriter of up to 1,500,000 Over-Allotment Offer Units pursuant to the exercise of the Underwriter's over-allotment option, at an issue price equal to the offer price of fully paid ordinary shares sold into the NASDAQ offering, conditional on the approval of the listing of the Company on the NASDAQ Capital Market, on the terms and conditions set out in the explanatory statement accompanying this notice of meeting."

Voting Prohibition Statement:

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of persons who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 2 is passed;

However, the Company needs not disregard a vote if:

1. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

E X P L A N A T O R Y S T A T E M E N T R E G A R D I N G A M E N D E D R E S O L U T I O N S 1 & 2

Sections 1 and 2 of the Explanatory Statement to the Notice of Meeting are amended and replaced (to the extent indicated) by the following sections relating to amended Resolutions 1 and 2 which are inserted into the Notice of Meeting as follows:

1. BACKGROUND TO RESOLUTIONS 1 TO 9

1.1 General

The Company is a diversified global biopharmaceutical enterprise with subsidiaries in the United States, Australia, China, Hong Kong and Japan. Its Shares are listed on the National Stock Exchange of Australia (NSX) under the code "BTG" and traded on the over-the- counter market in the United States (OTCQX) under the symbol "BNIGF".

As announced on 22 December 2021, the Company has applied to list its ordinary shares on the NASDAQ Capital Market in the United States under the symbol "BRNI".

The Board believes that a NASDAQ Capital Market listing will provide a more liquid market for its Shares and provide greater opportunities to raise funds to support the Company's initiatives, including funding of the clinical trials for PENAO, Gamma Delta T Cell, DC Vaccine, Protein Modifier R8, and Single Domain Antibody Treatment for Coronaviruses.

The Company has filed a Form F-1/A registration statement (Registration Statement) with the United States Securities and Exchange Commission (SEC) relating to the proposed initial public offering of the Company's ordinary shares. As at the date of this Notice, the

Registration Statement has not become effective.

2

In anticipation of the Registration Statement being approved by the SEC and becoming effective and approval of the listing of the Company on the NASDAQ Capital Market, the Company is seeking shareholder approval for the following conditional resolutions:

1. the issue to Maxim Group LLC (Underwriter) of up to 10,000,000 Offer Units on a post consolidation basis at a minimum issue price of US$4 per Offer Unit (Securities Issue) for the purpose of the proposed initial public offering on the NASDAQ Capital Market (NASDAQ Capital Market IPO Raising) (Offer Securities) (Resolution 1);
2. the issue to the Underwriter of up to 1,500,000 Over-Allotment Offer Units on a post consolidation basis pursuant to the Underwriter's over-allotment option (Underwriter Option) at an issue price equal to the offer price of the Offer Units sold into the NASDAQ (Resolution 2)
3. the issue of up to 800,000 warrants on a post consolidation basis to the Underwriter exercisable at a price equal to 110% of the offer price of fully paid ordinary shares sold into the NASDAQ offering and expiring 5 years after the effective date of the Registration Statement (Underwriter Warrants) (Resolution 3)
4. the consolidation of the Company's Securities to reflect the pricing of the NASDAQ
   Capital Market IPO Raising (Consolidation) (Resolutions 4- 8); and
5. the voluntary delisting from the NSX (NSX Delisting) (Resolution 9).

There is no assurance that the Company's proposed listing on the NASDAQ Capital Market will be approved. If NASDAQ does not approve the proposed listing of the Company:

1. the NASDAQ Capital Market IPO will not proceed, and no Securities will be issued pursuant to Resolutions 1, 2 and 3;
2. the consolidation the subject of Resolutions 4 to 8 will not proceed; and
3. the NSX Delisting the subject of Resolution 9 will not proceed.

Further details are set out in Sections 1 to 4 of this Explanatory Statement.

1.2 Indicative timetable

If Resolutions 1 to 9 are passed and NASDAQ Capital Market Listing approval is granted, the Offer Unit Issue, Consolidation (if required) and NSX Delisting will commence as soon as practicable and in accordance with the following indicative timetable:

Action	Business Day
Company announces proposed Resolutions and dispatches	Before 0
notice of meeting to Shareholders
Shareholders approve the Resolutions	Before 0
Company announces Registration Statement effective and	0
NASDAQ listing approval given and confirms consolidation, Offer
Unit issue to Underwriter and delisting to proceed
Effective Date of Consolidation	0

3

Last day for trading in pre-Consolidation Securities on NSX and		1
OTCQX and last day for repositioning between the Australian
principal and US branch share registers
Consolidation effected on the US branch share register		2
Record Date for the Consolidation		3
Last day for the Company to register transfers on the Australian
principal share register on a pre-Consolidation basis
Consolidation effected on the Australian principal share register		4
Despatch of consolidation confirmation		5
Suspension of Company's Shares on NSX		5
Last day for outstanding settlements to be completed		7
Delisting from NSX		8
Closure of CHESS subregister
Commencement of the process to reposition all shareholders, on		9
a post-Consolidation basis, to the US branch share register.
Despatch of the Direct Registration System advices		16
Issue of Offer Units to Underwriter	As	soon	as
	possible	after
Post consolidation trading commences on NASDAQ	delisting on a date
	approved	by
	NASDAQ.

Shareholders holding unrestricted Shares on the US Register are expected to be able to trade their Shares upon the commencement of trading on NASDAQ or otherwise as soon as practicable thereafter.

The indicative timetable assumes a consolidation process. If for any reason, a consolidation is not required, the Company will announce this to the NSX. An updated timetable will be announced to the NSX as and when actual dates for each step in the timetable are known.

These dates are indicative only. Subject to the Corporations Act, the NSX Listing Rules, SEC and NASDAQ requirements, and other applicable laws, the Company reserves the right vary these dates, either generally or in particular cases, without notification.

2. RESOLUTIONS 1 - 3: ISSUE OF SECURITIES IN THE COMPANY - CONDITIONAL RESOLUTIONS

2.1 Background

4