20 October 2023 Dear Shareholder 2023 Annual General Meeting of Shareholders (2023 AGM) Notice is hereby given that the 2023 AGM of AdAlta Limited (AdAlta or the Company) will be held as a hybrid meeting (Meeting or 2023 AGM) at 11.00am (AEDT) on Wednesday, 22 November 2023. The Meeting will be held at Piper Alderman, Level 23, 459 Collins Street, Melbourne, 3000 and as a virtual meeting. AdAlta advises that no hard copy of the Notice of Annual General Meeting and Explanatory Notes (Notice) will be circulated other than to shareholders who have expressly requested a hard copy. These documents can be accessed on the Company’s website at https://adalta.com.au/investors/asx-announcements/ and via the ASX Market Announcements Platform under the Company’s ASX Code (1AD). If you have nominated an email address and elected to receive electronic communications from the Company, you will receive an email with a link to an electronic copy of the Notice of Meeting. Hybrid Virtual Meeting The Company is pleased to provide shareholders with the opportunity to attend and participate in the Meeting through an online meeting platform powered by Automic. Shareholders who have an existing account with Automic will be able to watch, listen, and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then click on “register” and follow the prompts. Shareholders will require their holder number Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. Your Vote is Important The business of the 2023 AGM is important to all Shareholders and therefore it is important that Shareholders vote. Lodging a completed proxy is the simplest way to vote at the AGM. The Company encourages shareholders to submit their votes in advance of the 2023 AGM as this will provide the Company with the best opportunity to prepare for the meeting. However, votes may also be submitted during the 2023 AGM. Proxy forms can be lodged online, by post or in person by following the proxy lodgement instructions on the proxy form. Proxy forms must be received by the Company’s share registry, Automic, by 11am (Melbourne time) on Monday, 20 November 2023. Proxy forms received later than this time will be invalid. Shareholders who wish to vote virtually on the day of the Meeting can do so through the Automic Investor portal. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the 2023 AGM, the Company will make further information available through the ASX Market Announcements Platform and on its website. Shareholder Communication Elections Recent changes to the Corporations Act provide for shareholders electing and requesting to receive documents (including notices of meeting and the annual financial report) electronically or in hard copy. You can make a standing election and/or request to receive some or all of your communications from the Company in physical or electronic form. Shareholders can also elect not to receive certain documents, including the annual financial report. We encourage you to provide your email address so we can communicate with you electronically and you are provided with information regarding the Company more efficiently and sustainably. If you have made a prior election or request to receive documents in a certain manner then that election will continue to apply until such time as you notify the Company that you change your election or request. Any shareholder who has not made a prior election and/or request to receive documents in a certain form will be treated by the Company as having elected to receive all documents in electronic form. If you wish to update your communication preference, please refer to the insert titled “Update your details” or contact our share register, Automic below: Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: hello@automicgroup.com.au Website: https://investor.automic.com.au/. Yours faithfully Cameron Jones Company Secretary ADALTA LIMITED ACN 120 332 925 NOTICE OF 2023 ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM AND PROXY FORM To be held as a hybrid meeting on Wednesday 22 November 2023 Time of Meeting 11:00am (AEDT) Place of Meeting Piper Alderman Level 23, 459 Collins Street, Melbourne, 3000 And via Zoom IMPORTANT INFORMATION: The Meeting will be held as a hybrid meeting. If you are a shareholder you may attend the Meeting in person (or via your proxy or representative) or you may attend the Meeting virtually. If you are a shareholder and you wish to attend the AGM virtually, please pre-register in advance for the meeting here: https://us02web.zoom.us/webinar/register/WN_nt0rHMZGQd2a3Lh5eRpGHA Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting. This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay. ADALTA LIMITED ACN 120 332 925 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting (Meeting) of the Shareholders of AdAlta Limited (Company) will be held as a hybrid meeting at 11:00am (AEDT) on Wednesday, 22 November 2023 at the offices of Piper Alderman, Level 23, 459 Collins Street, Melbourne VIC 3000 and online via Zoom. If you are a shareholder of the Company (Shareholder) you may attend the Meeting in person (or via your proxy or representative) or you may attend the Meeting virtually. Where Shareholders do not attend the Meeting in person, they will be given a reasonable opportunity to participate in the Meeting without being physically present and to vote in real time (including an opportunity to vote before the Meeting) electronically through a virtual meeting accessible online via the link below: https://us02web.zoom.us/webinar/register/WN_nt0rHMZGQd2a3Lh5eRpGHA Additionally, this Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://adalta.com.au/investors/asx-announcements/ Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum which forms part of this Notice and in the accompanying online meeting guide. The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice. The 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 20 November 2023 at 11.00am (AEDT). Terms and abbreviations used but not defined in the body of this Notice and Explanatory Memorandum are defined in the Schedule. AGENDA Part A: Ordinary Business 1. Annual Report To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2023, which includes the Financial Report, the Directors' Report and the Auditor's Report. 2. Resolution 1 - Adoption of Remuneration Report To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2023 be adopted.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion - Resolution 1 In accordance with section 250R of the Corporations Act, the Company will disregard any vote cast on this Resolution 1: 1 of 31 (a) in any capacity by, or on behalf of, a member of the Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report; or (b) a Closely Related Party of such member, unless the vote is cast as a proxy for a person entitled to vote: (c) and the proxy form specifies how the proxy is to vote; or (d) the proxy is the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) which expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP. 3. Resolution 2 - Re-election of Director – Dr David Fuller To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purpose of Listing Rule 14.4 and clause 13.3 of the Constitution and for all other purposes, Dr David Fuller, a Director, retires and being eligible, be re-elected as a Director." 4. Resolution 3 – Ratification of prior issue of Shares to nominee of Grannus Securities To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That the allotment and prior issues of 666,666 and 1,277,779 Shares on 6 February 2023 and 27 September 2023 respectively, to the nominee of Grannus Securities, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be ratified and approved for the purposes of Listing Rule 7.4 and for all other purposes." Voting Exclusion - Resolution 3 The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement to issue any Shares the subject of Resolution 3; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. 2 of 31 5. Resolution 4 – Ratification of prior issue of Shares to nominee of Spark+ To consider, and if thought fit, to pass, the following resolution as an ordinary resolution: "That the allotment and prior issue of 524,515 Shares on 6 February 2023, to the nominee of Spark+, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be ratified and approved for the purposes of Listing Rule 7.4 and all other purposes." Voting Exclusion - Resolution 4 The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement to issue any Shares the subject of Resolution 4; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 6. (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Resolution 5 – Ratification of prior issue of Options to Peak Asset Management To consider, and if thought fit, to pass, the following resolution as an ordinary resolution: "That the allotment and prior issue of 15,000,000 Options on 13 July 2023 to Peak Asset Management, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be ratified and approved for the purposes of Listing Rule 7.4 and for all other purposes." Voting Exclusion - Resolution 5 The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement to issue any Shares the subject of Resolution 5; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; 3 of 31 (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. 7. Resolution 6 – Approval of issue of Options to Dr Timothy Oldham, Director of the Company To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That the issue and allotment of 5,600,000 Options to Dr Timothy Oldham, Director of the Company (or Dr Oldham’s nominee) under the Company's Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice, be approved for the purposes of Listing Rule 10.14 and for all other purposes." Voting Exclusion - Resolution 6 The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, an (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this resolution is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the resolution because the Company’s proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the key management personnel. 4 of 31 The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 8. Resolution 7 – Approval of issue of Options to Dr Paul MacLeman, Director of the Company To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That the issue and allotment of 2,800,000 Options to Dr Paul MacLeman, Director of the Company (or Dr MacLeman’s nominee) under the Company's Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be approved for the purposes of Listing Rule 10.14 and for all other purposes." Voting Exclusion - Resolution 7 The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this resolution is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the resolution because the Company’s proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the key management personnel. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 5 of 31 9. Resolution 8 – Approval of issue of Options to Dr Robert Peach, Director of the Company To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That the issue and allotment of 1,750,000 Options to Dr Robert Peach, Director of the Company (or Dr Peach’s nominee) under the Company's Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be approved for the purposes of Listing Rule 10.4 and for all other purposes." Voting Exclusion - Resolution 8 The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this resolution is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the resolution because the Company’s proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the key management personnel. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 10. Resolution 9 – Approval of issue of Options to Dr David Fuller, Director of the Company To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That issue and allotment of 1,750,000 Options to Dr David Fuller, Director of the Company (or Dr Fuller’s nominee) under the Company's Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice be approved for the purposes of Listing Rule 10.14 and for all other purposes." 6 of 31 Voting Exclusion - Resolution 9 The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this resolution is voted on at the AGM, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the resolution because the Company’s proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the key management personnel. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 7 of 31 Part B: Special Business 11. Resolution 10 – Approval of 10% placement capacity To consider, and if thought fit, to pass the following resolution as a special resolution: “That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the Company to have the additional capacity to issue Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion - Resolution 10 The Company will disregard any votes cast in favour of this Resolution 10 by or on behalf of: (a) any person who at the time approval pursuant to this Resolution 10 is sought the Company is proposing to make an issue of Equity Securities under rule 7.1A.2, any person who is expected to participate in, or 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 the Company); or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; (d) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the chair decides; or (e) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution, and (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Dated 20 October 2023 BY ORDER OF THE BOARD Cameron Jones Company Secretary 8 of 31 ADALTA LIMITED ACN 120 332 925 EXPLANATORY MEMORANDUM Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the offices of Piper Alderman, Level 23, 459 Collins Street, Melbourne VIC 3000 on Wednesday 22 November 2023 at 11:00am (AEDT) and accessible online by Zoom (pre-registration required) at: https://us02web.zoom.us/webinar/register/WN_nt0rHMZGQd2a3Lh5eRpGHA This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to vote in favour of the Resolutions in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. If you have any questions regarding the matters set out in this Explanatory Memorandum (or elsewhere in this Notice), you may contact the company secretary, Cameron Jones, by telephone on (03) 9092 0475 or by email to cameron.jones@bio101.com between 8:30am and 5:00pm (AEDT) on a Business Day. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. Proxies A 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 in person or virtually or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending virtually and voting at the Meeting (in which case their proxy will be disregarded). Personalised Proxy Forms will be available online at https://investor.automic.com.au/#/home. Please note that: (a) a member of the Comp