ATOMO DIAGNOSTICS LIMITED — AGM Information 2024

Oct 14, 2024

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Tuesday, 15th October 2024

Dear Shareholder

Atomo Diagnostics Limited – Annual General Meeting of Shareholders, Friday 15 November 2024 at 10:00am (AEDT)

Notice is hereby given that the Annual General Meeting of Shareholders of Atomo Diagnostics Limited (“Company”) will be held at Level 1, 3-5 George Street, Leichhardt NSW 2040 at 10:00am (AEDT) on Friday 15 November 2024 (“Annual General Meeting”, “AGM” or “Meeting”).

In accordance with recent amendments to the Corporations Act 2001 , the Company is sending this notification letter instead of dispatching physical copies of the Notice of AGM. The Notice of AGM and accompanying explanatory statement (“Meeting Materials”) are being made available to shareholders electronically. This means that:

• You can access the Meeting Materials online at the Company’s website https://investors.atomodiagnostics.com/investor-centre/ or at the Company’s share registry’s website https://www.investorserve.com.au/ through Investor Serve by logging in and selecting Company Announcements from the main menu.

• A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AT1”.

• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and instructions to vote online.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.investorserve.com.au/. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry Boardroom Pty Limited on enquiries@boardroomlimited.com.au or by phone on + 61 2 9290 9600 (outside Australia) or 1300 737 060 (within Australia) between 9:00am and 5:00pm (AEDT) Monday to Friday, to obtain a copy.

The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

Yours sincerely,

Mathew Watkins Company Secretary Atomo Diagnostics Limited

w. atomodiagnostics.com | a. Level 1, 3-5 George Street, Leichhardt, NSW, 2040 Australia | p. +61 2 9099 4750 | Page 1

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ATOMO DIAGNOSTICS LIMITED ACN 142 925 684

Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Friday, 15 November 2024

Time of Meeting: 10:00am (AEDT)

Place of Meeting: Level 1, 3 - 5 George Street Leichhardt NSW 2040

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

ATOMO DIAGNOSTICS LIMITED

ACN 142 925 684

Registered office: Level 1, 3-5 George St Leichhardt NSW 2040

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (“ AGM ”) of Members of Atomo Diagnostics Limited (the “ Company ”) will be held at Level 1, 3 - 5 George Street Leichhardt NSW 2040 at 10:00am (AEDT) on Friday, 15 November 2024.

Note that physical attendance will be limited and available only on an RSVP basis. To register your interest in attending in person, please email Mathew.Watkins@vistra.com for confirmation.

Members are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences).

The meeting can be attended using the following details:

When: Friday, 15 November 2024 at 10:00am (AEDT) Where : Level 1, 3 - 5 George Street Leichhardt NSW 2040 Topic: Atomo Diagnostics Limited – 2024 Annual General Meeting

The Company is happy to accept and answer questions submitted prior to the meeting by email to Mathew Watkins at Mathew.Watkins@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Members who wish to attend the AGM should therefore monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: AT1) and on its website at https://investors.atomodiagnostics.com/investor-centre/.

AGENDA

The Explanatory Statement and proxy form, which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and Consideration of Accounts & Reports

To receive and consider the 2024 Annual Report of the Company and its controlled entities for the year ended 30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business.

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 2001 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2024 be adopted.”

Resolution 2: Re-election of Deborah Neff as a director of the Company

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

“That, for the purpose of section 20.6 of the Constitution and for all other purposes, Ms Deborah Neff who retires by rotation as a Director in accordance with the Constitution of the Company, and, being eligible, offers herself for re-election, be re-elected as a Director of the Company.”

SPECIAL BUSINESS

Resolution 3: Approval of 10% Placement Facility

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

“That, under and for the purposes of Listing Rule 7.1A and for all other purposes, shareholders approve the issue of Equity Securities up to the equivalent of 10% of the company’s fully paid ordinary issued capital (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 in the Explanatory Statement.”

Resolution 4: Amendments of Constitution

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

“That for the purposes of section 136(2) of the Corporations Act, the Constitution of Atomo Diagnostics Limited be modified by making the amendments contained within the Explanatory Statement accompanying this Notice, with effect from the conclusion of the Meeting.”

Resolution 5: Spill Resolution (Conditional)

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

“That, subject to and conditional on at least 25% of the votes cast on the resolution at Resolution 1 being cast against the adoption of the Remuneration Report:

• a. an extraordinary general meeting of the Company ( Spill Meeting ) be held within 90 days of the passing of this resolution;

• b. all of the Directors in office when the Board resolution to approve the Directors’ Report for the financial year ended 30 June 2024 was passed and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

• c. resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

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By the order of the Board

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Mathew Watkins Company Secretary 4 October 2024

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Notes

1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm, 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

• a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• b. Each member has a right to appoint one or two proxies.

• c. A proxy need not be a member of the Company.

• d. If a member is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

• e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

• g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

• h. To be effective, proxy forms must be received by the Company’s share registry no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 10:00am (AEDT) on Wednesday, 13 November 2024. Any proxy received after that time will not be valid for the scheduled meeting.

4. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. Voting Exclusion Statement:

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel ( KMP ), details of whose remuneration are included in the remuneration report, or a closely related party of such a member ( KMP voter ), unless the KMP voter is casting a vote on this resolution as a proxy for a person who is not a KMP voter and either:

• a. the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• b. the KMP voter is by 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. 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 key management personnel for the Company or the consolidated entity.

If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on these resolutions – see Restriction on KMPs voting undirected proxies below.

Resolution 2

There are no voting exclusions on this Resolution.

Resolution 3

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.

Resolution 4

There are no voting exclusions on this Resolution. This is a Special Resolution requiring at least 75% of the votes cast by Shareholders entitled to vote to be in favour of the Resolution in order for it to pass.

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Resolution 5

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• a Closely Related Party of such a member.

However, the above persons may cast a vote on this Resolution if:

• the person does so as a proxy; and

• the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such a member; and

• either:

• the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

6. Restriction on KMPs voting undirected proxies:

A vote must not be cast as proxy on Resolution 1 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.

However, a person described above (a “ Restricted Voter ”) may cast a vote on this Resolution as a proxy if:

• a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• b. The Chairman is the Restricted Voter and the written appointment of the Chairman as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chairman to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the Key Management Personnel.

• c. If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

7. Enquiries

Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

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EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement (“ Statement ”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“ Notice ”) for the 2024 Annual General Meeting (“ Meeting ”) will be held at Level 1, 3 - 5 George Street Leichhardt NSW 2040 at 10.00am (AEDT) on Friday, 15 November 2024.

The Notice incorporates, and should be read together, with this Statement.

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ended 30 June 2024 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at 02 9099 4750 and you may request that this occurs on a standing basis for future years.

Alternatively, you may access the Annual Report at the Company's website https://investors.atomodiagnostics.com/investor-centre/?page=financial-reports or via the Company's announcement platform on ASX. Except as set out in Resolution 1, no resolution is required on these reports.

Shareholders will have the opportunity to ask questions about or make comments on, the 2024 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2024 Annual Financial Statements.

ORDINARY BUSINESS

Resolution 1: Adoption of Remuneration Report

Background

Section 250R (2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2024 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented more twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution has been put to vote at this Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

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The Chair intends to vote all undirected proxies in favour of this resolution.

Voting Exclusions

A voting exclusion statement for this resolution is set out in Note 6 above.

Resolution 2: Re-Election of Ms Deborah Neff as a Director of the Company

Background

Clause 20.6 of the Constitution of the Company requires that at each annual general meeting one third of the Directors (except for the managing director) shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election.

Deborah was appointed Non-executive Director on 15 September 2021. Ms Neff is a veteran of the life sciences industry, Deborah has spent most of her career building market-leading global businesses. As principal of DJN Consulting, LLC based in the San Francisco Bay Area, Deborah currently works with several privately held healthcare start-up companies providing strategic business advice and mentoring to the executive management teams. Previously was CEO of Evanostics, LLC, Pathwork Diagnostics Inc, and COO at Complete Genomics following a 15 year career with Becton Dickinson, where she last served as President of BD Biosciences, a major global business unit of the company. The Company considers Ms Neff as an independent director for all purposes.

Board Recommendation

The Board (with Ms Neff abstaining), recommends that shareholders vote in favour of the re-election of Ms Neff.

The Chair intends to vote all undirected proxies in favour of this resolution.

Voting Exclusions

A voting exclusion statement for this resolution is set out in Note 6 above.

SPECIAL BUSINESS

Resolution 3: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to the equivalent of 10% of the company’s fully paid ordinary issued capital through placements over a 12-month period after the Annual General Meeting (" 10% Placement Facility "). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

Resolution 3 seeks Shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 3 will be to allow the Company to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without any further Shareholder approval, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

If Shareholders approve Resolution 3, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

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Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholder’s present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an Annual General Meeting. This means it requires approval of 75% of the votes cast by Shareholder’s present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, only Fully Paid Ordinary Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides those eligible entities which have obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D)–E

A is the number of shares on issue at the commencement of the “relevant period” (which, for the Company, is the 12 month period immediately preceding the date of the issue or agreement): A. plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;

• B. plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• (i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• (ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• C. plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

• (i) the agreement was entered into before the commencement of the relevant period; or (ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;

• D. plus the number of fully paid shares issued in the relevant period with approval under Listing Rules 7.1 or 7.4;

• E. plus the number of partly paid shares that became fully paid in the relevant period;

• F. less the number of fully paid shares cancelled in the relevant period.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

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The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer above).

(e) Nature of consideration for issue and Minimum Issue Price

The Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following:

• i. the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;

• ii. the time and date of the Company’s next annual general meeting; and

• iii. the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

( 10% Placement Period ).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• a. If this Resolution is approved by Shareholders, the period for which the Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid commences on the date of the Annual General Meeting at which the approval is obtained, being 15 November 2024, and expires on the first to occur of the following:

• i. the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained, being 15 November 2025;

• ii. the time and date of the Company’s next annual general meeting;

• iii. the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• b. The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• h. the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• c. The purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used by the Company include:

• i. consideration for the acquisition(s) of new assets and investments, including the expenses associated with such acquisition(s); and

• ii. continued expenditure on the Company’s current business and/or general working capital.

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• d. If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. Shareholders may also be exposed to economic risk and voting dilution, including the following:

• i. the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and ii. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares as at $0.021 ( Current Share Price ) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.(2) as at the date of this Notice.

The table also shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2
			Issue Price
				100% increase in Current Share Price
	Dili	50% decrease	C Sh
	uton Scenario	in Current Share Price	urrent are Price
		$0.0105	$0.0210	$0.0420
Current Variable A	10% Voting Dilution	63,920,231 Shares
639,202,310
Shares	Funds raised	$ 671,162	$ 1,342,325	$ 2,684,650
50% increase in current Variable A	10% Voting Dilution	95,880,347 Shares
958,803,465
Shares	Funds raised	$ 1,006,744	$ 2,013,487	$ 4,026,975
100% increase in current Variable A	10% Voting Dilution	127,840,462 Shares
1,278,404,620
Shares	Funds raised	$ 1,342,325	$ 2,684,650	$ 5,369,299

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No Options are exercised into Shares before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

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• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Quoted Options, it is assumed that those Quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The Current Share Price is $0.021, being the closing price of the Shares on ASX on 8 October 2024.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

  • (ii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iii) the financial situation and solvency of the Company; and

  • (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (f)

Previous issues over the Last 12 Months – Listing Rule 7.3A.6

There have been no securities issued or agreed to be issued in the past 12 months preceding the date of the Annual General Meeting under Listing Rule 7.1A.2.

Board Recommendation

The Board believes that this Resolution is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

A voting exclusion statement for this resolution is set out in Note 6 above.

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Resolution 4: Amendment of Constitution

Background

As part of its regular review of its operations in order to streamline administration, minimise costs and incorporate recent regulatory updates, the Company proposes to amend the Constitution as set out below.

The amendments proposed are set out as follows:

1. Clause 15.7 – clarifies the process if technical difficulties arise during a meeting of members and provides an option of holding wholly virtual meetings

2. Clause 26.3 - clarifies the process if technical difficulties arise during a meeting of directors.

3. New clause 15.3(c) - sets out the ways that notice can be provided to members.

Section 136 of the Corporations Act allows a company to modify its constitution, by passing a special resolution.

Accordingly, this Resolution seeks Shareholder approval to amend the existing Constitution.

A copy of the amended Constitution is available for review by Shareholders at Level 1, 3 - 5 George Street - Leichhardt NSW 2040 and available on the Company’s website: https://www.atomodiagnostics.com/why atomo/governance/. A copy of the amended Constitution can also be sent to Shareholders upon request to the Company Secretary at Mathew.Watkins@vistra.com.

Board Recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

Voting exclusions

A voting exclusion statement for this resolution is set out in Note 6 above.

Resolution 5: Spill Resolution (conditional item)

At the 2023 Annual General Meeting, more than 25% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report and the Company received a “first strike”.

Resolution 5 is a conditional item and will only be put to the Annual General Meeting if at least 25% of the votes cast on Resolution 1 to adopt the Remuneration Report for the financial year ended 30 June 2024 are cast against. If fewer than 25% of the votes cast are against adopting the Remuneration Report, then there will be no second strike and Resolution 5 will not be put to the Annual General Meeting.

If put, the spill resolution will be considered as an ordinary resolution.

If this resolution is passed and becomes effective, an extraordinary general meeting of the Company (the Spill Meeting ) must be held within 90 days of the date of the Annual General Meeting in order to consider the composition of the Board. At the Spill Meeting, all the Directors, other than John Kelly who acts as Chief Executive Officer and Managing Director, who were in office when the Board resolution to approve the Company’s 2024 Directors’ Report was passed will automatically vacate office at the conclusion of the Spill Meeting unless they stand for re-election and are re-elected at the Spill Meeting. The Directors who were in office when the Board resolution to approve the 2024 Directors’ Report was passed are: John Keith (Non-Executive Chair), John Kelly (Managing Director and CEO), Paul Kaisan (Non-Executive Director), Deborah Neff (Non-Executive Director) and Cheri Walker (Non-Executive Director).

Even if Ms Neff is re-elected at this Annual General Meeting, Ms Neff needs to be re-elected at the Spill Meeting in order to remain in office. If any additional directors were to be appointed before the Spill Meeting, they would not need to stand for election at the Spill Meeting.

The Directors listed above are those who held office when the Directors’ Report (including the Remuneration Report) for the year ended 30 June 2024 was approved.

When considering this item of business, the Directors suggest that Shareholders consider:

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• the additional costs that will be incurred if the Company is required to hold and call a Spill Meeting;

• the potential disruption to the Board of a Spill Meeting and the impact this may have on the Company;

• the current Board has the skills and experience required to provide effective oversight of the Company; and

• there is no assurance that any or all of the Directors would stand for re-election at the Spill Meeting.

Board Recommendation

The Board recommends that Shareholders vote against this Resolution.

The Chair of the Meeting intends to vote undirected proxies AGAINST this Resolution.

Voting exclusions

A voting exclusion statement for this resolution is set out in Note 6 above.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“10% Placement Facility ” has the meaning as defined in the Explanatory Statement for Resolution 3;

“ 10% Placement Period ” has the meaning as defined in the Explanatory Statement for Resolution 3;

“ Annual Report ” means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2024;

“ ASX ” means ASX Limited or the Australian Securities Exchange, as the context requires;

“ Auditor’s Report ” means the auditor’s report on the Financial Report;

“ AEDT ” means Australian Eastern Daylight Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chair ” means the person appointed to chair the Meeting of the Company convened by the Notice;

“ Closely Related Party ” of a member of Key Management Personnel has the meaning given in section 9 of the Corporations Act:

“ Company ” means Atomo Diagnostics Limited ACN 142 925 684;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Directors Report ” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Explanatory Statement ” means the explanatory statement which forms part of this Notice;

“ Financial Report ” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Key Management Personnel ” means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company; “ Listing Rules ” means the Listing Rules of the ASX;

“ Meeting ” has the meaning given in the introductory paragraph of the Notice;

“ Notice ” means this Notice of Meeting including the Explanatory Statement;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of the Company for the financial year ended 30 June 2024 and which is set out in the 2024 Annual Report.

“ Resolution ” means a resolution referred to in the Notice;

“ Section ” means a section of the Explanatory Statement;

“ Security ” means an equity security or a debt security;

“ Share ” means a fully paid ordinary share in the capital of the Company;

• “ Shareholder ” means shareholder of the Company;

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

“ VWAP ” means volume weighted average market price as defined in Listing Rule 19.12.

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All Correspondence to:

Insert Logo in this box All Correspondence to:  By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be recorded before 10:00am (AEDT) on Wednesday, 13 November 2024.  TO APPOINT A PROXY ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/at1agm2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE NOTICE OF DIRECTION AND VOTING FORM The voting form can be used to either vote directly (Section 1) OR appoint a proxy to Proxy which is a Body Corporate vote on your behalf (Section 2). Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate SECTION 1: DIRECT VOTING 1: DIRECT VOTING Representative” prior to admission. An Appointment of Corporate Representative form If you wish to vote directly, you should clearly mark the box in Section 1 and the boxes in can be obtained from the Company’s securities registry. Section 3 to indicate your voting instruction for each resolution. Please only mark either “for” or “against” for each resolution. Do not mark the “abstain” box if you are voting SECTION 4: SIGN THE FORM : SIGN THE FORM directly. If no direction is given on a resolution, or if you complete both the boxes in The form must be signed as follows: Section 1 and 2, your vote may be passed to the Chairman of the Meeting as your proxy. Individual: This form is to be signed by the securityholder. Securityholders, custodians and nominees may identify on the Voting Form the total Joint Holding : where the holding is in more than one name, all the securityholders should number of votes in each of the categories “for” and “against” and their votes will be valid. sign. The Chairman’s decision as to whether a direct vote is valid is final and conclusive. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this SECTION 2: APPOINTMENT OF PROXY 2: APPOINTMENT OF PROXY form when you return it. Indicate who you want to appoint as your Proxy. Companies : this form must be signed by a Director jointly with either another Director or a If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Section Company Secretary. Where the company has a Sole Director who is also the Sole 2. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, Company Secretary, this form should be signed by that person. If the company (pursuant please write the full name of that individual or body corporate. If you leave this section to section 204A of the Corporations Act 2001) does not have a company secretary, a sole blank, or your named proxy does not attend the meeting or does not vote on a poll in director can also sign alone. Please indicate the office held by signing in the accordance with your instructions, the Chairman of the Meeting will be your proxy by appropriate place. default. A proxy need not be a Securityholder of the company. Do not write the name of the issuer company or the registered Securityholder in the space. LODGEMENT Notice of Direction and Voting form (and any Power of Attorney under which it is signed) Appointment of a Second Proxy must be received no later than 48 hours before the commencement of the meeting, You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If therefore by 10:00am (AEDT) on Wednesday 13 November 2024. Any form received you wish to appoint a second proxy, an additional Proxy Form may be obtained by after that time will not be valid for the scheduled meeting. contacting the company’s securities registry or you may copy this form. Forms may be lodged using the enclosed Reply-Paid Envelope or: To appoint a second proxy, you must: (a) complete two forms. On each form state the percentage of your voting rights or the  Online https://www.votingonline.com.au/at1agm2024 number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise  By Fax + 61 2 9290 9655 half your votes. Fractions of votes will be disregarded.

vote on your behalf (Section 2). Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate SECTION 1: DIRECT VOTING 1: DIRECT VOTING Representative” prior to admission. An Appointment of Corporate Representative form If you wish to vote directly, you should clearly mark the box in Section 1 and the boxes in can be obtained from the Company’s securities registry. Section 3 to indicate your voting instruction for each resolution. Please only mark either “for” or “against” for each resolution. Do not mark the “abstain” box if you are voting SECTION 4: SIGN THE FORM : SIGN THE FORM directly. If no direction is given on a resolution, or if you complete both the boxes in The form must be signed as follows: Section 1 and 2, your vote may be passed to the Chairman of the Meeting as your proxy. Individual: This form is to be signed by the securityholder. Securityholders, custodians and nominees may identify on the Voting Form the total Joint Holding : where the holding is in more than one name, all the securityholders should number of votes in each of the categories “for” and “against” and their votes will be valid. sign. The Chairman’s decision as to whether a direct vote is valid is final and conclusive. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this SECTION 2: APPOINTMENT OF PROXY 2: APPOINTMENT OF PROXY form when you return it. Indicate who you want to appoint as your Proxy. Companies : this form must be signed by a Director jointly with either another Director or a If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Section Company Secretary. Where the company has a Sole Director who is also the Sole 2. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, Company Secretary, this form should be signed by that person. If the company (pursuant please write the full name of that individual or body corporate. If you leave this section to section 204A of the Corporations Act 2001) does not have a company secretary, a sole blank, or your named proxy does not attend the meeting or does not vote on a poll in director can also sign alone. Please indicate the office held by signing in the accordance with your instructions, the Chairman of the Meeting will be your proxy by appropriate place.

(b) return both forms together in the same envelope.

 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

SECTION 3: VOTING DIRECTIONS

To cast your direct vote or to direct your proxy how to vote, place a mark in one of the boxes opposite each resolution. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any resolution by inserting the percentage or number that you wish to vote in the appropriate box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. If you do not mark any of the boxes on a given resolution, your proxy may vote as he or she chooses (subject to any voting restrictions that apply to your proxy). If you mark more than one box on a resolution for all your securities your vote on that resolution will be invalid.

• In Person Boardroom Pty Limited Level 8, 210 George Street, Sydney NSW 2000 Australia

ATTENDING THE MEETING

If you wish to attend the meeting, please bring this form with you to assist registration .

Atomo Diagnostics Limited ABN 37 142 925 684 Your Address This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. PROXY VOTING FORM SECTION 1: DIRECT VOTING I/We being a Securityholder/s of Atomo Diagnostics Limited ( Company) and entitled to attend and vote hereby elect to vote directly at the Annual General Meeting of the Company to be held at Level 1, 3-5 George Street, Leichhardt NSW 2040 at 10:00am (AEDT) on Friday 15 November 2024 and at any adjournment of that meeting. (To cast a vote, you should mark either "For" or "Against" for each item in Section 3 below.) SECTION 2: APPOINT A PROXY I/We being a member/s of Atomo Diagnostics Limited (Company) and entitled to attend and vote hereby appoint: the Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 1, 3-5 George Street, Leichhardt NSW 2040 at 10:00am (AEDT) on Friday 15 November 2024 and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chairman of the Meeting is authorised to exercise undirected proxies on remuneration related matters. If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1 , I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of this resolution even though Resolution 1 i s connected with the remuneration of a member of the key management personnel for the Company. The Chairman of the Meeting will vote all undirected proxies IN FAVOUR of Resolutions 1 – 4 and AGAINST Resolution 5. If you wish to appoint the Chairman of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority on a poll. Board recommended items Board For Against Abstain* Recommendation The Board recommends shareholders vote FOR resolutions 1 to 4 inclusive and vote AGAINST resolution 5. Resolution 1 Adoption of Remuneration Report FOR Resolution 2 Re-Election of Ms Deborah Neff as a Director of the Company FOR Resolution 3 Approval of 10% Placement Facility ( Special Resolution ) FOR Resolution 4 Amendments of Constitution ( Special Resolution ) FOR Resolution 5 Spill Resolution ( Conditional ) AGAINST STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024