Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ATOMO DIAGNOSTICS LIMITED AGM Information 2025

Sep 29, 2025

64440_rns_2025-09-29_504c87c5-1552-421f-94dd-89d7899e61a1.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [67 x 67] intentionally omitted <==

Tuesday, 30[th] September 2025

Dear Shareholder

Atomo Diagnostics Limited – Annual General Meeting of Shareholders, Friday 31 October 2025 at 10:00am (AEDT).

Notice is hereby given that the Annual General Meeting of Shareholders of Atomo Diagnostics Limited (“Company”) will be held in-person at Level 1, 3-5 George Street, Leichhardt NSW 2040 at 10:00am (AEDT) on Friday 31 October 2025 (“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 [email protected] 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 on the day.

Yours sincerely,

==> picture [125 x 56] intentionally omitted <==

Mathew Watkins Company Secretary Atomo Diagnostics Limited

w . at om od iag n ostics.com | a. Le ve l 1, 3-5 Ge org e Stre e t, Le ich h ard t, NSW , 20 4 0 Au stralia | p . +61 2 90 99 4 750 | P ag e 1

==> picture [202 x 196] intentionally omitted <==

ATOMO DIAGNOSTICS LIMITED ACN 142 925 684

Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Friday, 31 October 2025

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 ” or “ Meeting ”) 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, 31 October 2025.

Note that physical attendance will be limited and available only on an RSVP basis. To register your interest in attending in person, please email [email protected] 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, 31 October 2025 at 10:00am (AEDT) Where : Level 1, 3 - 5 George Street Leichhardt NSW 2040 Topic: Atomo Diagnostics Limited – 2025 Annual General 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/. Shareholders should therefore monitor the Company’s website and its ASX announcements for any updates about the Meeting.

The Company is happy to accept and answer questions submitted prior to the Meeting by email to Mathew Watkins at [email protected]. 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).

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 Financial Statements & Reports

To receive and consider the 2025 Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, 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 and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2025 be adopted.”

Resolution 2: Election of Mr Patrick Cook 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 Rule 20.3(b) of the Constitution and for all other purposes, Mr Patrick Cook who automatically retires as a Director in accordance with the Constitution of the Company, and who, being eligible, offers himself for election, be elected as a Director of the Company.”

Resolution 3: Election of Mr Anthony May 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 Rule 20.3(b) of the Constitution and for all other purposes, Mr Anthony May who automatically retires as a Director in accordance with the Constitution of the Company, and who, being eligible, offers himself for election, be elected as a Director of the Company.”

Resolution 4: Ratification of prior issue of Shares to Pitt Street Research Pty Ltd (and/or their nominee(s))

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue and allotment of 2,000,000 fully paid ordinary shares (“ Shares ”) in the Company to Pitt Street Research Pty Ltd (and/or their nominee(s)), at a deemed issue price of $0.021 (2.1 cents) per Share, as part consideration for analyst research service on the terms and conditions set out in the Explanatory Statement.”

Resolution 5: Approval to Grant Options to Mr Patrick Cook (and/or his nominee(s))

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 1,400,000 Options in the Company to Mr Patrick Cook, (and/or his nominee(s)), Non-Executive Chair of the Company, on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.”

Resolution 6: Approval to Grant Options to Mr Anthony May (and/or his nominee(s))

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

2

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 700,000 Options in the Company to Mr Anthony May (and/or his nominee(s)), Non-Executive Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.”

Resolution 7: Approval to Grant Options to Dr Cheri Walker (and/or her nominee(s))

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 1,000,000 Options in the Company to Dr Cheri Walker (and/or her nominee(s)), Non-Executive Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.”

SPECIAL BUSINESS

Resolution 8: Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with 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 9: 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, with effect from the conclusion of the Meeting.”

By the order of the Board

==> picture [53 x 25] intentionally omitted <==

Mathew Watkins Company Secretary 23 September 2025

3

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 AGM. Only those persons will be entitled to vote at the AGM and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

3. Proxies

  • a. Votes at the AGM 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 AGM, this is no later than 10:00am (AEDT) on Wednesday, 29 October 2025. 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 share 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 (either being a “ KMP voter” ), unless the KMP voter is casting a vote on behalf of a person who is not a KMP voting (including as a proxy) 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 KMP for the Company or the consolidated entity.

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

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair will vote any proxies which do not indicate on their proxy form the way the Chair must vote, in favour of the Resolution. In exceptional circumstances, the Chair may change their 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 KMP and their Closely Related Party voting undirected proxies on this Resolution – see Restriction on KMPs voting undirected proxies below.

Resolution 2

There are no voting exclusions on this Resolution.

Resolution 3

There are no voting exclusions on this Resolution.

Resolution 4

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person, and any associates of that person, who participated in the issue of securities.

4

However, this does not apply to a vote cast in favour of the Resolution by:

  • a. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • b. 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

  • c. a holder 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 holder 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 holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolutions 5 – 7

The Company will disregard any votes cast in favour of each of Resolutions 5 through to 7 (respectively and separately) by or on behalf of

  • Mr Patrick Cook, Mr Anthony May, Dr Cheri Walker or any person(s) 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 entity), or

  • an associate of person referred to in the preceding paragraph.

However, this does not apply to a vote cast in favour of the resolution by:

  • (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) 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

  • (c) a holder 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 holder 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 holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Furthermore, a vote must not be cast as proxy on any Resolutions 5, 6 and 7 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.

Resolution 8

As at the date of despatch of this Notice, the Company does not have approval to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement on this Resolution is not required by Listing Rule 7.3A.7 as at that date.

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.

Resolution 9

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.

6. Restriction on KMPs voting undirected proxies:

A vote must not be cast as proxy on Resolution 1 or Resolutions 5 through to 7 by a member of the KMP (as defined by the Corporations Act) or a Closely Related Party of a KMP.

However, a person described above (a “ Restricted Voter ”) may cast a vote on behalf of a person who is not a Restricted Voter on Resolution 1 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 Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the KMP 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.

5

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 2025 Annual General Meeting (“ Meeting ”) will be held at Level 1, 3 - 5 George Street, Leichhardt NSW 2040 at 10.00am (AEDT) on Friday, 31 October 2025.

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 2025 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) the Company's website https://investors.atomodiagnostics.com/announcements or via the Company's announcement platform on ASX. Alternatively, 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. There is no requirement for Shareholders to approve the Annual Report.

Shareholders will have the opportunity at the Meeting to ask questions about or make comments on the 2025 Financial Report, the Directors’ Report, and the Auditor’s Report. Questions for the Company’s auditors relating to the conduct of the audit, preparation and contents of the audit report, accounting policies adopted by the Company in relation to the preparation of its financial statements, and the independence of the auditors in relation to the conduct of the audit, must be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. The auditor will be invited to attend and answer questions about the audit of the Company’s 2025 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 2025 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 AGM.

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.

At its last annual general meeting, a Spill Resolution was put to shareholders, as a result of there having been two consecutive Annual General Meetings (including the last annual general meeting) at which at least 25% of the votes cast on the Remuneration Report resolution were cast against the Remuneration Report Resolution. The Spill Resolution put to shareholders at the last annual general meeting was not passed by shareholders therefore a Spill Resolution is not relevant for this Annual General 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.

6

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 encourages all eligible shareholders to cast their votes in favour of this Resolution.

Voting Intention

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 5 above.

Resolution 2: Election of Mr Patrick Cook as a Director of the Company

Background

On 2 May 2025, Mr Patrick Cook was appointed as a Director of the Company pursuant to Rule 20.3(a) of the Constitution. In accordance with Rules 20.3(b) and 20.6(b) of the Constitution, any appointed Director automatically retires at the next AGM and is eligible for election by that AGM. Consequently, Mr Cook will retire at this year’s AGM and offers himself for election.

Mr Cook is an experienced Non-Executive Director and Chair with over 20 years of board level experience and over 30 years’ experience in senior executive positions in medical devices & point-of-care diagnostics sectors within multinational and listed biotechnology companies Mr Cook currently serves as Committee Member of the Executive at Animal Ethics Committee QUT and has previously served as Non-Executive Director & Chair, at Workplace Drug Testing Australasia Ltd and eWaste Connection Ltd.. Mr Cook also served as a Board Member at Prostate Cancer Foundation of Australia (Qld), Mr Cook is a Fellow of the Australian Institute of Company Directors and holds degrees in Science and Marketing.

The Company considers Mr Cook as an independent director for all purposes.

Board Recommendation

The Board (with Mr Cook abstaining in his capacity as a Director) recommends that shareholders vote in favour of this Resolution as it considers that Mr Cook’s qualifications, experience, skills, and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders.

Voting Intention

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

Voting Exclusions

There are no voting exclusions on this Resolution.

Resolution 3: Election of Mr Anthony May as a Director of the Company

Background

On 2 May 2025, Mr Anthony May was appointed as a Director of the Company pursuant to Rule 20.3(a) of the Constitution. In accordance with Rules 20.3(b) and 20.6(b) of the Constitution, any appointed Director automatically retires at the next AGM and is eligible for election by that AGM. Consequently, Mr May will retire at this year’s AGM and offers himself for election.

Mr May has held various Director roles across international corporations including Hoechst Germany, Microgenics Corporation USA, Fisher Scientific and Thermo Fisher Scientific. With extensive experience across public and private pathology laboratories, as well as sales and management roles in the IVD supply sector, he has built a

7

strong track record in business leadership and strategic growth. Mr May is a member of the Australasian Association for Clinical Biochemistry and Laboratory Medicine and holds a bachelor’s degree in science.

The Company considers Mr May as an independent director for all purposes.

Board Recommendation

The Board (with Mr May abstaining in his capacity as a Director) recommends that shareholders vote in favour of this Resolution as it considers that Mr May’s qualifications, experience, skills, and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders.

Voting Intention

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

Voting Exclusions

There are no voting exclusions on this Resolution.

Resolution 4: Ratification of prior issue of Shares to Pitt Street Research Pty Ltd (and/or their nominee(s))

Background

On 15 November 2024, the Company engaged the services of Pitt Street Research Pty Ltd (“ Pitt Street ”) to provide independent analyst research coverage to the Company for a period of twelve months. The consideration for the service was agreed to be paid partly in cash and partly in Shares i.e. $30,000 plus GST in cash and issue 2,000,000 Shares in the Company at a deemed issue price of $0.021 (2.1 cents) each to Pitt Street. The cash was paid within 5 business days of entering into the agreement while the Shares were issued on 9 July 2025, following the completion of a successful Placement and Share Purchase Plan, as agreed.

The Shares were issued without shareholder approval from the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1.

Resolution 4 seeks Shareholder ratification for the issue of 2,000,000 Shares in the Company to Pitt Street Research Pty Ltd (and/or their nominee(s)).

Listing Rules

Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of shareholders, unless one of the exceptions in Listing Rule 7.2 applies. The shares issued were within the Company’s available placement capacity under ASX Listing Rules 7.1.

Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 at the time and shareholders subsequently approve it. The issue of the Shares to Pitt Street (and/or their nominee(s)) were within the Company's Listing Rule 7.1, did not fall within any of the exceptions in Listing Rule 7.2, and were not previously approved by Shareholders. The Company now seeks Shareholder approval of the issue pursuant to Listing Rule 7.4.

If this Resolution is approved, the prior issue of 2,000,000 Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

If this Resolution is not approved, the prior issue of 2,000,000 Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date,.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

8

  • (a) 2,000,000 fully paid ordinary shares in the Company were issued on 9 July 2025 to Pitt Street (and/or their nominee(s));

  • (b) the Shares were issued in nil consideration (but have a deemed issue price of $0.021 (2.1 cents) per Share) for research service provided and therefore the Company did not receive any funds following the issue of the Shares;

  • (c) The terms and conditions of the Engagement with Pitt Street, are the standard terms for an engagement of this nature including the termination clause which provides that the engagement can be terminated by either parry by providing three (30 months written notice after the expiry of initial 6 months).

  • (d) the Shares were issued as part consideration for the provision of research service.

Board Recommendation

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

Voting Intention

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 5 above.

Resolutions 5 - 7: Approval to Grant Options to Directors of the Company

Background

Resolutions 5, 6, and 7 of this Notice seeks shareholder approval for the grant of a total of 3,100,000 unlisted options ( Options ) in the Company to its Directors, on the terms described below, as well as Shareholder approval for the issue of any corresponding Shares of the Company on the vesting and the exercise of those Options. These Options are proposed to be issued to the following Directors:

Table 1

Resolution Option Recipients Position Number of options
(“Director Options”)
5 Mr Patrick Cook (and/or
nominee)
Non-Executive Chair 1,400,000
6 Mr Anthony May (and/or
nominee)
Non-Executive Director 700,000
7 Dr Cheri Walker (and/or
nominee)
Non-Executive Director &
Chair of Audit & risk
Committee
1,000,000
Total 3,100,000

The Options are proposed to be granted to the Non-Executive Directors to align their interests with the interests of Shareholders. The grant of the Options (and the subsequent issue of Shares, once the vesting conditions are met) to Mr Patrick Cook, Mr Anthony May and Dr Cheri Walker is a cash retentive form of remuneration when compared to the payment of cash consideration.

Terms of Options and Remuneration package

The following details are provided in respect of the proposed issue of Options:

9

Table 2

Name of
the
Allotee
(Director
or their
appointed
nominee)
Number of
Options (in
separate
tranches
with
vesting
conditions)
Exercise
Price
Vesting Condition Expiry Date Remuneration
Package
Mr Patrick
Cook
(Resolution
5)
1,400,000 $0.0115 The Options will vest
and become
exercisable subject
to Mr Cook holding a
Non-Executive
Director position
in the Company as
at 30 June 2026.
24 months from
the date of
Vesting of the
Options
$50,000 and is eligible
to participate in the
Company’s long-term
incentive arrangements
on terms decided by
the Board, subject to
necessary shareholder
approvals.
Mr
Anthony
May
(Resolution
6)
700,000 $0.0115 The Options will vest
and become
exercisable
subject to Mr May
holding a Non-
Executive Director
position in the
Company as at 30
June 2026.
24 months from
the date of
Vesting of the
Options
$50,000 and is eligible
to participate in the
Company’s long-term
incentive arrangements
on terms decided by
the Board, subject to
necessary shareholder
approvals.
Dr Cheri
Walker
(Resolution
7)
1,000,000 $0.0115 The Options will vest
and become
exercisable
subject to Dr Walker
holding a Non-
Executive Director
position in the
Company as at 30
June 2026.
24 months from
the date of
Vesting of the
Options
$50,000 and is eligible
to participate in the
Company’s long-term
incentive arrangements
on terms decided by
the Board, subject to
necessary shareholder
approvals.
Total 3,100,000

Consistent with the desire to minimise cash expenditures, the Board believes that in order to incentivise Mr Cook, Mr May and Dr Walker, in line with current market practices, Options provide an appropriate and meaningful remuneration component to Director’s that is aligned with Shareholder interests.

No Voting Rights

The Options do not confer:

  • the right to participate in any dividends paid by the Company;

  • a right to notices of general meetings of the Company, except as required by law;

  • a right to attend or speak at general meetings of the Company;

  • a right to vote at any general meetings of the Company; or

  • a right to participate in new issues of securities in the Company.

10

Value of the Proposed Director Options

The total value the entity attributes to these Options is $58,900 based off the market price of the Company’s quoted Shares on 10 September 2025 being $0.019 (1.9 cents).

The Company has prepared an indicative fair value of the Options as summarised below. The values are indicative only based on assumptions relevant at the date of the calculation (Date). Different assumptions may be relevant at grant date which may alter the value of the Director Options for financial reporting purposes. The total remuneration packages for each of the above Allotee Directors would be increased by the total per Director set out in the following table, based on the assumptions. The final valuation amount will not be able to be calculated until the Options are issued.

Table 3

Allotee Director (and/or associates) Number of Options Indicative Fair Value
Mr Patrick Cook (and/or nominee) 1,400,000 $26,600
Mr Anthony May (and/or nominee) 700,000 $13,300
Dr Cheri Walker (and/or nominee) 1,000,000 $19,000
TOTAL 3,100,000 $58,900

As of 10 September 2025, the Directors have the following direct and indirect interests in Shares and options in the Company:

Table 4

Allottee Directors
(and/or associates)
Current Holdings as of 10 September 2025 of this Notice of
Meeting
Current Holdings as of 10 September 2025 of this Notice of
Meeting
Shares Options
Mr Patrick Cook 582,909 540,541
Mr Anthony May 540,541 540,541
DrCheri Walker - -

The exercise of the Options proposed to be granted under Resolutions 5 - 7 (assuming no other exercise of options or issue of securities other than those proposed for the Directors under Resolutions 5 -7 ), would result in holdings for each of the Director and a dilution of all other Shareholders’ holdings in the Company based on the issued capital as of 10 September 2025 as follows:

Table 5

Director/Shareholder Total Current
Shareholdings
Total Current
Shareholdings
Shares issued if
proposed options
issued and
exercised
Total Shareholdings if
proposed options issued
and exercised
Total Shareholdings if
proposed options issued
and exercised
(and/or associate(s)) Shares % # Shares Shares %
Mr Patrick Cook 582,909 0.074% 1,400,000 1,982,909 0.25%
Mr AnthonyMay 540,541 0.069% 700,000 1,240,541 0.16%
Dr Cheri Walker - - 1,000,000 1,000,000 0.13%
Other Shareholders 786,532,277 99.86% 786,532,277 99.47%
TOTAL: 787,655,727 100.00% 3,100,000 790,755,727 100.00%

11

Corporations Act

Reasonable Remuneration - Sections 208 & 211

Section 228 of the Corporations Act defines a “related party” for the purposes of Chapter 2E to include a Director of the public company. A “financial benefit” is defined in section 229 of the Corporations Act and includes granting Options to a related party. Mr Cook, Mr May and Dr Walker are Directors of the Company and thus are related parties for the purposes of Chapter 2E of the Corporations Act.

The Board has formed the view that the grant of Options to Mr Cook, Mr May and Dr Walker as above, does not require Shareholder approval under section 208 of the Corporations Act as the grant constitute “reasonable remuneration” in accordance with section 211 of the Corporations Act. Accordingly, the Board is not seeking Shareholder approval under section 208 of the Corporations Act, although Shareholder approval must be obtained pursuant to Listing Rule 10.14.

In reaching this view, and consistent with the desire to minimise cash expenditures, the Board believes that having regard to the current market practices the Board considers that the proposed grant of Options aligns the interests of Mr Cook, Mr May and Dr Walker with the interests of Shareholders. The grant of Options to Mr Cook, Mr May and Dr Walker is a cost-effective form of remuneration when compared to the payment of cash consideration.

The Company believes it is appropriate to grant the Options to Mr Cook, Mr May and Dr Walker. Smaller entities with limited cash resources often elect to use equity instruments to remunerate directors to attract and retain high calibre individuals while minimising the cash cost of engaging those people.

Consistent with the desire to minimise cash expenditures, the Board believes that having regard to the current market practices, the Performance Rights provide an appropriate and meaningful remuneration component to Mr Cook, Mr May and Dr Walker that is aligned with Shareholder interests.

ASX Listing Rule 10.14

The Company is proposing to issue the Options under the EIP which is an employee incentive scheme as defined in the Listing Rules.

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

  • 10.14.1: a director of the company;

  • 10.14.2: an associate of a director of the company; or

  • 10.14.3: a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders,

unless it obtains the approval of its Shareholders.

The proposed issue of the Options falls within Listing Rules 10.14.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolution 5-7 seeks the required Shareholder approval to the issue under and for the purposes of Listing Rule 10.14.

If Resolutions 5, 6 and 7 are passed, the Company will be able to proceed with the issue of a total of 3,100,000 Options (being 1,400,000 Option to Mr Cook, 700,000 Options to Mr May and 1,000,000 Options to Dr Walker).

If Resolutions 5, 6 and 7 are not passed, the Company will not proceed with the issue of a total of 3,100,000 Options (being 1,400,000 Option to Mr Cook, 700,000 Options to Mr May and 1,000,000 Options to Dr Walker).

If approval is given under ASX Listing Rule 10.14 approval is not required under ASX Listing Rule 7.1.

12

The following information is given under ASX Listing Rule 10.15 in respect of the proposed issues of Options :

  • (a) the Options are proposed to be issued to Mr Patrick Cook, Mr Anthony May and Dr Cheri Walker (or their respective nominees);

  • (b) the approval for Mr Patrick Cook, Mr Anthony May and Dr Cheri Walker is sought under ASX Listing Rule 10.14.1, being Directors, and therefore related parties, of the Company;

  • (c) the total number and class of securities proposed to be issued are 3,100,000 Options (being 1,400,000 Option to Mr Cook, 700,000 Options to Mr May and 1,000,000 Options to Dr Walker);

  • (d) a summary of the material terms of the Options are set out below and will, upon exercise, entitle the holder to one fully paid ordinary share in the Company:

Table 6

Options
Number 3,100,000
Exercise Price $0.0115
Vesting Conditions The Recipient holding a Non-Executive Director
position in the Company as at 30 June 2026.
ExpiryDate 2yearsfromthe date of vesting
  • (e) the Company is issuing Options as a form of equity security as a cost effective, non-cash incentive to the Directors;

  • (f) the value the Company attributes to the Director Options is set out on pages 11 above;

  • (g) the entity expects to issue the Options within one month after the date of the meeting, and in any event, no later than 3 years after the date of the meeting;

  • (h) the Options will be issued as remuneration and to compensate for the additional duties of the NonExecutive Directors without expending cash. As such there is no issue price for the Options, and the Company will not receive cash from issue of the Options;

  • (i) a summary of the material terms of the EIP is included in Annexure A;

  • (j) no loans will be made to Mr Cook, Mr May or Dr Walker or their nominee in relation to the acquisition of the Options;

  • (k) details of any securities issued under the EIP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. No securities have previously been issued to the Allottee Directors under the EIP;

  • (l) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the EIP after Resolution 5, 6 and 7 are approved and who are not named in this Notice and Statement will not participate until approval is obtained under that rule.

Board Recommendation

The Board (with Mr Cook, Mr May and Dr Walker abstaining in relation to each of their own Options) recommends that shareholders vote in favour of Resolutions 5, 6 and 7.

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 5 above.

SPECIAL BUSINESS

Resolution 8: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share 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.

13

This Resolution 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 this Resolution 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 this Resolution, 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 this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder 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.

This Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders 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).

Listing Rules information

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 5 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 5 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 5, 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 5 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.

Resolution 5 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.

14

(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

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

15

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 31 October 2025, 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 31 October 2026;

  • 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:

  • 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.

  • 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.

  • 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 $0.019 ( 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:

16

  • 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
Dilution
Scenario
Assumed Issue Prices, based on: Assumed Issue Prices, based on: Assumed Issue Prices, based on:
50% decrease
in Current
Share Price
$0.0095
Current Share
Price
$0.019
100% increase
in Current
Share Price
$0.038
Current Variable A
810,175,282 Shares
10% Voting
Dilution
81,017,528 Shares
Funds
raised
$ 769,667 $ 1,539,333 $ 3,078,666
50% increase in current
Variable A
1,215,262,923 Shares
10% Voting
Dilution
121,526,292 Shares
Funds
raised
$ $1,154,500 $ 2,309,000 $ 4,617,999
100% increase in current
Variable A
10% Voting
Dilution
162,035,056 Shares
1,620,350,564 Shares Funds
raised
$ 1,539,333 $ 3,078,666 $ 6,157,332

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.

  • 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 $0.019, being the closing price of the Shares on ASX on 10 September 2025.

  • (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

17

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.

Voting Intention

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 9: 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. Insert a new clause 15.3(c) that sets out the ways that notice can be provided to members.

  2. Amend clause 15.7 of the constitution to include a new sub clause (a) to provide the option of holding virtual only and hybrid meetings;

  3. Amend clause 15.7 of the constitution by adding sub cause (b) and (c) to provide express wording about what should take place if technical difficulties arise during a meeting of members.

  4. Amend clause 26.3 of the constitution by adding express wording about what should take place if technical difficulties arise during a meeting of directors.

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://investors.atomodiagnostics.com/corporate-governance. A copy of the amended Constitution can also be sent to Shareholders upon request to the Company Secretary at [email protected].

Board Recommendation

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

Voting Intention

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

Voting exclusions

There are no voting exclusions on this Resolution.

18

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 5;

10% Placement Period ” has the meaning as defined in the Explanatory Statement for Resolution 5;

Annual Report ” means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2025;

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 2025 and which is set out in the 2025 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.

19

Annexure A:

Summary of the Material Terms of Atomo’s Employee Option Plan

Term Description
Eligible
participants
Eligible participants include natural persons who are a:
(a) permanent full-time or permanent part-time employee; or
(b) Director,
of the Company or an Associated Company whom the Board determines to be eligible to
participate in the Option Plan (Eligible Option Participant).
Plan Interests Eligible Option Participants will be provided with an opportunity to acquire a financial
interest in the Company, which will align their interests more closely with shareholders
and provide greater incentive for them to focus on the Company’s longer-term goals.
Quantum The number of Options offered to an Eligible Option Participant will be specified in the
invitation made to that Eligible Option Participant.
Terms and
conditions
The Board may from time to time invite an Eligible Option Participant to participate in the
Option Plan. Invitations will be subject to such terms as the Board determines and will
specify, amongst other things, the following:
(a) any option fee that may be applicable;
(b) the exercise price of the Options;
(c) the duration of the Options, including the first and last exercise date of the Options;
and
(d) the time period for making an application to participate in the Option Plan;
Following receipt by an Eligible Option Participant of an invitation as described above, the
Eligible Option Participant may make an application by delivering to the Company a duly
completed and executed application form within the closing time specified in the invitation
or in accordance with any other procedure set out in the invitation. The Board may then
decide to accept or reject the offer made by the Eligible Option Participant
Restrictions An Option Participant must not assign, transfer, sell or grant a security interest or
otherwise deal with an Option.
An Option Participant may only exercise an Option in accordance with the terms of the
Option Plan.
If the Company offers shareholders other securities, the Board will determine whether the
other securities are to be offered to Option Participants on the exercise of Options or
whether any other equivalent securities, interest or rights will be offered to them if the
other securities are not available, and the basis thereof, to the intent that on the exercise
of Options the Option Participants will be treated whenever possible as if they were
shareholders at the date that the Options are granted to the Option Participant.
Amendments The Board may at any time amend the Option Plan or waive or amend the application of
any of the rules under the Option Plan in relation to an Eligible Option Participant at any
time and a change may be given retrospective effect. However, where any amendments
will reduce any of the Option Participants’ rights in respect of their Plan Shares, the Board
must obtain the prior written consent of at least 75% of the Option Participants affected by
the change unless the amendment is to correct a manifest error or for the purpose of
complying with applicable laws or to take into consideration possible adverse tax
implications to the Option Plan arising from changes to relevant tax guidance.

20

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 vote to be effective it must be recorded before 10:00am (AEDT) on Wednesday, 29 October 2025. TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/at1agm2025 STEP 2: Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): PLEASE NOTE: For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE VOTING FORM The voting form can be used to either vote directly (Section 1) OR appoint a proxy Proxy which is a Body Corporate to vote on your behalf (Section 2). Where a body corporate is appointed as your proxy, the representative of that body SECTION 1: DIRECT VOTING corporate attending the Meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can If you wish to vote directly, you should clearly mark the box in Section 1 and the boxes in 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 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 Chair 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 Chair’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 SECTION 2: APPOINTMENT OF PROXY with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this 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 Chair of the Meeting as your proxy, mark the box in Section 2. If Company Secretary. Where the company has a Sole Director who is also the Sole you wish to appoint someone other than the Chair of the Meeting as your proxy, please Company Secretary, this form should be signed by that person. Please indicate the office write the full name of that individual or body corporate. If you leave this section blank, or held by signing in the appropriate place. your named proxy does not attend the meeting or does not vote on a poll in accordance with your instructions, the Chair of the Meeting will be your proxy by default. A proxy need LODGEMENT not be a Securityholder of the company. Do not write the name of the issuer company or Voting Forms (and any Power of Attorney under which it is signed) must be received no the registered Securityholder in the space. later than 48 hours before the commencement of the Meeting, therefore before 10:00am (AEDT) on Wednesday, 29 October 2025. Any Voting Form received after that time will Appointment of a Second Proxy not be valid for the scheduled Meeting. You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by Voting forms may be lodged using the enclosed Reply-Paid Envelope or: contacting the company’s securities registry or you may copy this form. 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/at1agm2025 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 Scan the QR Code By Smartphone half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope. By Fax +61 2 9290 9655 SECTION 3: VOTING DIRECTIONS To cast your direct vote or to direct your proxy how to vote, place a mark in one of the By Mail Boardroom Pty Limited boxes opposite each resolution. All your securities will be voted in accordance with such a GPO Box 3993, direction unless you indicate only a portion of securities are to be voted on any resolution Sydney NSW 2001 Australia 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 In Person Boardroom Pty Limited do not mark any of the boxes on a given resolution, your proxy may vote as he or she Level 8, 210 George Street, chooses (subject to any voting restrictions that apply to your proxy). If you mark more than Sydney NSW 2000 Australia one box on a resolution for all your securities your vote on that resolution will be invalid.

Attending the Meeting

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

Atomo Diagnostics Limited ACN 142 925 684 Company Limited 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. 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 in-person at Level 1, 3- 5 George Street Leichhardt NSW 2040 on Friday, 31 October 2025 at 10:00am (AEDT) and at any adjournment of that Meeting. SECTION 2: APPOINTMENT OF PROXY I/We being a Securityholder/s of Atomo Diagnostics Limited (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair 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 Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held in-person at Level 1, 3- 5 George Street Leichhardt NSW 2040 on Friday, 31 October 2025 at 10:00am (AEDT) and at any adjournment or 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 Chair of the Meeting is authorised to exercise undirected proxies on remuneration-related matters . If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1, 5, 6 & 7, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these resolutions even though Resolutions 1, 5, 6 & 7 are connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting intends to vote undirected proxies in favour of all items of business. SECTION 3: VOTING DIRECTIONS For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Election of Mr Patrick Cook as a Director of the Company Resolution 3 Election of Mr Anthony May as a Director of the Company Resolution 4 Ratification of prior issue of Shares to Pitt Street Research Pty Ltd (and/or their nominee (s)) Resolution 5 Approval to Grant Options to Mr Patrick Cook (and/or his nominees (s)) Resolution 6 Approval to Grant Options to Mr Anthony May (and/or his nominees (s)) Resolution 7 Approval to Grant Options to Dr Cheri Walker (and/or her nominees (s)) Resolution 8 Approval of 10% Placement Facility ( Special Resolution) Resolution 9 Amendments of Constitution (Special Resolution) * If you mark the Abstain box for a particular resolution, 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 if a poll is called. 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 Daytime Telephone………………………................................

/ / 2025

Contact Name……………………………………………....

Date