Imricor Medical : Notice of Annual Stockholders Meeting and CDI Voting Form

Imricor Medical Systems, Inc.

ARBN 633 106 019

Registered office and headquarters:

400 Gateway Boulevard Burnsville, Minnesota, 55337

United States

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS GIVEN that an annual meeting of stockholders (Annual Meeting) of Imricor Medical Systems, Inc. (Company)(ASX:IMR) will be held on Wednesday, 4 May 2022 at 9:00 am Sydney time (on Tuesday, 3 May 2022, at 6:00 pm U.S. Central Daylight Time).

The Annual Meeting will be a virtual meeting, which will be conducted online. See the Proxy Statement for details on how to attend, vote your shares and submit questions during the Annual Meeting.

Items of Business

1

Election of Class III Director - Mr Peter McGregor

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

"That Mr Peter McGregor being a Director whose appointment as a Director expires at the conclusion of the Annual Meeting of the Company and, being eligible, offers himself for election, be elected as a Class III Director of the Company."

2

Ratification and approval of prior issue of CDIs under the September Placement

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the stockholders ratify and approve the prior allotment and issue of 16,500,000 CHESS Depositary Interests (CDIs) (equivalent to 16,500,000 shares of Class A common stock) in the Company at an issue price of A$1.00 per CDI, on the terms and conditions in the accompanying Explanatory Memorandum."

Note: A voting exclusion statement applies to this resolution (see the Explanatory Memorandum for details).

3

Grant of Options to Mr Steve Wedan, Chief Executive Officer of the Company

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant options to purchase Shares to the Chief Executive Officer of the Company, Mr Steve Wedan, under the 2019 Equity Incentive Plan, as described in, and on the terms and conditions set out in, the Explanatory Memorandum."

Note: A voting exclusion statement applies to this resolution (see the Explanatory Memorandum for details).

1

4

Grant of Restricted Stock Award to Mr Peter McGregor, Non-Executive Director of the Company

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval

is given for the Company to grant a Restricted Stock Award to Mr Peter McGregor,

Non-Executive Director of the Company, under the 2019 Equity Incentive Plan, as

described in, and on the terms and conditions set out in, the Explanatory

Memorandum."

Note: A voting exclusion statement applies to this resolution (see the Explanatory Memorandum for details).

5

Grant of Restricted Stock Award to Ms Anita Messal, Non-Executive Director of the Company

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval

is given for the Company to grant a Restricted Stock Award to Ms Anita Messal, Non-

Executive Director of the Company, under the 2019 Equity Incentive Plan, as

described in, and on the terms and conditions set out in, the Explanatory

Memorandum."

Note: A voting exclusion statement applies to this resolution (see the Explanatory Memorandum for details).

6

Grant of Restricted Stock Award to Mr Mark Tibbles, Non-Executive Director of the Company

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval

is given for the Company to grant a Restricted Stock Award to Mr Mark Tibbles, Non-

Executive Director of the Company, under the 2019 Equity Incentive Plan, as

described in, and on the terms and conditions set out in, the Explanatory

Memorandum."

Note: A voting exclusion statement applies to this resolution (see the Explanatory Memorandum for details).

7

Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following resolution as a separate special resolution:

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other

purposes, approval is given for the issue of up to 10% of the issued capital of the

Company (at the time of issue) calculated in accordance with the formula prescribed

in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory

Memorandum."

Record Date

You may vote at the meeting if you were a stockholder of record or a beneficial owner of shares of Class A common stock of the Company (Shares) held in street name at 7:00pm Sydney time onThursday, 24 March 2022, i.e. 3:00am U.S. Central Daylight Time on Thursday, 24 March 2022 (Record Date).

Voting by Proxy

You are urged to vote by internet or telephone, or submit your CDI Voting Instruction Form as soon as possible so that your Shares can be voted at the meeting in accordance with your instructions.

You are entitled to vote only if you were a stockholder of the Company on the Record Date. This means that owners of Shares as of that date are entitled to vote at the meeting and any adjournments or postponements of the meeting. Record holders of CDIs as of close of business on the Record Date are entitled to receive notice of and to attend the meeting or any adjournment or postponement of the meeting and may instruct our CDI Depositary, CHESS Depositary Nominees Pty Ltd, (CDN), to vote the Shares underlying their CDIs by following the instructions on the enclosed CDI Voting Instruction Form or by voting online atwww.investorvote.com.au. Doing so permits CDI holders to instruct CDN to vote on their behalf in accordance with their written instructions.

8 April 2022

By order of the Board:

Kobe Li

Secretary

Status of CDIs

The CDIs are traded on ASX in reliance on the safe harbor provisions of Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with the procedures established pursuant to the provisions of the no-action letter dated 7 January 2000 given to ASX by the staff of the U.S. Securities and Exchange Commission. The relief was given subject to certain procedures and conditions described in the no-action letter. One of the conditions is that the issuer provides notification of the Regulation S status of its securities in security holder communications such as this Notice of Meeting.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, 4 MAY 2022 AT 9:00 AM SYDNEY TIME

(AT 6:00 PM ON TUESDAY, 3 MAY 2022 U.S. CENTRAL DAYLIGHT TIME)

The board of directors of Imricor Medical Systems, Inc. (Company) is soliciting proxies for use at the annual meeting of stockholders at 9:00 am on Wednesday, 4 May 2022, Sydney time (Tuesday, 3 May 2022 at 6:00 pm, U.S. Central Daylight Time) and at any adjournment or postponement of the meeting. We expect to mail a notice card on or about 8 April 2022 with instructions for stockholders on how to access this proxy statement and accompanying Notice of Meeting (Notice of Meeting).

This is a completely virtual Annual Meeting. Securityholders can watch and participate in the Annual Meeting virtually via the online platform by using:

•

•

a computer -https://meetnow.global/MT5LJH7 or a mobile device -https://meetnow.global/MT5LJH7

The Meeting ID ishttps://meetnow.global/MT5LJH7.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the meeting?

At the meeting, stockholders are invited to act upon the matters outlined in the Notice of Meeting being:

•

Item 1: Election of Class III Director - Mr Peter McGregor

•

Item 2: Ratification and approval of prior issue of CDIs under the September Placement

•

Item 3: Grant of Options to Mr Steve Wedan, Chief Executive Officer of the Company

•

Item 4: Grant of Restricted Stock Award to Mr Peter McGregor, Non-Executive Director of the Company

•

Item 5: Grant of Restricted Stock Award to Ms Anita Messal, Non-Executive Director of the Company

•

Item 6: Grant of Restricted Stock Award to Mr Mark Tibbles, Non-Executive Director of the Company

•

Item 7: Approval of 10% Placement Facility

Who is entitled to vote at the meeting?

Only those stockholders of record or beneficial owners of Shares held in street name at 7:00pm Sydney time on Thursday, 24 March 2022 (i.e. 3:00am U.S. Central Daylight Time on Thursday, 24 March 2022) (Record Date), will be entitled to receive notice of and to vote at the meeting and any adjournment or postponement thereof. CDI holders as of the Record Date are entitled to receive notice of and attend the meeting and may instruct CHESS Depositary Nominees Pty Ltd (CDN) to vote at the meeting by following the instructions on the CDI Voting Instruction Form or by voting online atwww.investorvote.com.au.

As of the Record Date, there were 143,293,937 CDIs on issue (assuming all issued Shares are held as CDIs) (each representing one share of Class A common stock of the Company (Share)), all of which were entitled to vote with respect to the proposals to be acted upon at the meeting, subject to the votingexclusions described more fully in the Explanatory Memorandum. Each CDI represents an interest in one Share.

Stockholders who vote for or against resolutions, or who abstain, will be counted as present and entitled to vote for purposes of determining whether a quorum is present.

Will any investors be excluded from voting on any of the proposals at the meeting?

In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of certain resolutions by certain stockholders and associates of those stockholders. Please refer to the Explanatory Memorandum for further detail in relation to the nature of the exclusions and the stockholders who are exclude from voting on an item of business at the meeting.

What are my voting rights?

Holders of Shares are entitled to one vote for each Share held as at the Record Date. Holders of CDIs are entitled to direct CDN to vote one vote for every CDI held by such holder as at the Record Date.

Therefore, as of the Record Date, a total of 143,293,937 votes are entitled to be cast at the meeting.

How many Shares must be present to hold the meeting?

In accordance with the Company's Amended and Restated Bylaws, the presence in person, by remote communication or by proxy, of the holders of one-third of the outstanding Shares entitled to vote at the meeting, as of the Record Date, must be present (in person, by remote communication or by proxy) at the meeting in order to hold the meeting and conduct business.

This is called a quorum.

What is a proxy?

It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your Shares. We refer to this as your "proxy vote".

What is the difference between a stockholder of record and a "street name" holder?

If you own Shares registered directly in your name with our U.S. transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those Shares. As a stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote at the meeting.

If your Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those Shares, while you are considered the beneficial owner of those Shares. In that case, your Shares are said to be held in "street name" and this notice should be forwarded to you by that organisation. Street name holders generally cannot vote their Shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their Shares using the method described below under "How do I vote my Shares of Imricor Medical Systems, Inc.?" Since a street name holder is not the stockholder of record, you may not vote your Shares at the meeting unless you obtain a "legal proxy" from the broker, bank, trustee, or nominee that holds your Shares giving you the right to vote the Shares at the meeting.

CDN is the stockholder of record for all Shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive notice of and to attend the meeting and may direct CDN to vote at the meeting by using the method described below under "How do I vote if I hold CDIs?"