Notice of Annual General Meeting/Proxy Form

29 May 2017

Dear Shareholder

I am pleased to invite you to attend Neuren Pharmaceuticals Limited's Annual Shareholders' Meeting in Melbourne, for which the following documents are enclosed:

• Notice of the meeting, including explanatory memorandum;

• a personalised proxy form;

• regarding our Annual Report for 2016, an electronic copy of which is available on our website:

  • a notice under section 209 of the New Zealand Companies Act 1993; or

  • a printed copy of the Annual Report if you have previously elected to receive a mailed copy;

• a form to elect to receive shareholder communications electronically; and

• a return envelope.

The Annual Shareholders' Meeting will be held at Chartered Accountants Australia and New Zealand, Level 18, Bourke Place, 600 Bourke Street, Melbourne, VIC 3000 at 10.00 am (AEST) on Thursday, 29 June 2017. If you are able to attend, I look forward to welcoming you and ask you please to bring the personalised proxy form with you to assist with registration and admission to the meeting.

If you are unable to attend but wish to appoint a proxy to attend and vote in your place, please either lodge your proxy form online, following the instructions on the proxy form, or complete the proxy form and return it to the share registry as instructed on the form in either case by no later than 10.00 am (AEST) on Tuesday, 27 June 2017.

I encourage you also to consider electing to receive Neuren communications electronically, which can be done via the share registry website (www.linkmarketservices.com.au), or by completing the enclosed election form and returning it to Link Market Services at the address on the election form.

Yours sincerely

Dr Richard Treagus Chairman

Neuren Pharmaceuticals Limited ARBN 111 496 130

Suite 501, 697 Burke Road, Camberwell, VIC 3124, Australia

Notice is given that the Annual Shareholders' Meeting of Neuren Pharmaceuticals Limited (Company or Neuren) will be held at Chartered Accountants Australia and New Zealand, Level 18, Bourke Place, 600 Bourke Street, Melbourne, VIC 3000, on Thursday 29 June 2017 commencing at 10.00 am (AEST). In accordance with the Constitution, the Board has fixed 25 May 2017 as the date of shareholder entitlement to receive notice of the Annual Shareholders' Meeting.

To receive and consider the annual report of the Company.

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

   "That Bruce Hancox be re-elected as a director of the Company."

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

"That PricewaterhouseCoopers be re-appointed as auditor to audit the financial statements for the year ending 31 December 2017 and that the board of directors is authorised to fix the auditor's remuneration."

Notes:

Resolutions 1 and 2 are to be considered as 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.

Each of these Resolutions is described in the attached Explanatory Memorandum which forms part of this Notice of Annual Shareholders' Meeting.

By order of the Board

Jon Pilcher

CFO & Company Secretary Neuren Pharmaceuticals Limited 29 May 2017

The purpose of this Explanatory Memorandum, which forms part of the Notice of Annual Shareholders' Meeting dated 29 May 2017, is to provide shareholders with an explanation of the Resolutions to be proposed and considered at the Annual Shareholders' Meeting on Thursday, 29 June 2017 ("Meeting") and to allow shareholders to determine how they wish to vote on these Resolutions.

The Company's Annual Report for the year ended 31 December 2016 was lodged with the ASX on 28 April 2017 and is available for viewing and download from the Company's website www.neurenpharma.com. Shareholders should note that they will be able to ask questions or discuss matters arising from the financial statements at the Meeting however it is not the purpose of the Meeting that the Annual Report be accepted, rejected or modified in any way.

1. ELECTION OF DIRECTORS (ORDINARY RESOLUTION 1)

   The ASX Listing Rules require that a director of an 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 Bruce Hancox offers himself for re-election.

   Bruce is a non-executive director and is a member of the Audit Committee and the Remuneration Committee. He provides a significant contribution to the Board's skills matrix. Bruce is not considered independent because he provides advisory services to a substantial shareholder in Neuren.

   Bruce joined the Neuren Board in March 2012. He has had a long and distinguished career in business in New Zealand and Australia. He was for many years involved with Brierley Investments Limited as General Manager, Group Chief Executive and Chairman. He also served as a director of many Brierley subsidiaries in New Zealand, Australia and the United States. Since 2006 he has pursued various private investment interests and has been a director of, and consultant to, a number of companies. He has acted as an advisor on a number of takeover situations. He is a non-executive director of the ASX-listed companies Medical Australia Limited and Biotech Capital Limited.

   The Board recommends that Bruce Hancox be re-elected.

2. APPOINTMENT OF AUDITOR (ORDINARY RESOLUTION 2)

The New Zealand Companies Act 1993 provides that at each Annual Shareholders' Meeting the Company must appoint an auditor and fix the auditor's remuneration. PricewaterhouseCoopers has consented to continuing as auditor.

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 Tuesday, 27 June 2017.

To vote on the Resolutions to be put to the Meeting follow these steps:

1. Attend the Meeting. Please bring the enclosed Proxy Form with you to assist registration at the Meeting.

OR

Complete the enclosed Proxy Form and return it to Neuren's share registry, Link Market Services Limited, by facsimile or mail as directed on the Proxy Form, or lodge it on-line at the registry's website (www.linkmarketservices.com.au) in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website)

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, Link Market Services Limited, at the address on the enclosed Proxy Form, or be lodged on-line at the registry's website, by 10.00 am (AEST) on Tuesday, 27 June 2017. A representative should bring to the Meeting evidence of his or her appointment by the shareholder.