ATOMOS LIMITED — Capital/Financing Update 2020

May 13, 2020

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Atomos unlockscreativity and profit for video content creators Advanced technology allows faster, higher quality, more flexible productions

Capital Raising Investor Presentation

14 May 2020

“Our vision is to invent and deliver ground-breaking and disruptive technologies that enhance, simplify and ultimately democratise video content creation”

Presenters: Chris Tait, Executive Chairman Jeromy Young, Chief Executive Officer James Cody, Chief Financial Officer

Executive Summary

• Pre • 1H20 revenue and pro forma EBITDA[1] grew by 35% to $32.6m and $1.0m

• COVID-19 • AMS was on track to achieve similar growth rates and increased profitability for the FY20

• • Video production globally has been materially affected by government restrictions

• COVID-19 • AMS have seen a ~60% reduction in monthly run-rate (vs. 1H20) sales

• Impact • AMS have reduced our monthly cost base by ~60% - half of which is permanent • With our current balance sheet and cost savings, AMS would have sufficient capital to end of CY20 based on a 75% reduction in sales and indefinitely based on a 50% reduction in sales[2]

• Outlook & • As global restrictions ease, expect an improvement in sales, however timing is uncertain Strategy • Looking to accelerate existing product roadmap to expand into ‘live/interactive’ video streaming market

• • Expect to be a larger (existing + new products), more cost-effective business when government restrictions are lifted

• • A$10.9m[[3]] institutional Placement & Share Purchase Plan (SPP) of approximately A$1.7m1.7mm

• Capital Raising

  • Expect to be a larger (existing + new products), more cost-effective business when government restrictions are lifted

  • • A$10.9m[[3]] institutional Placement & Share Purchase Plan (SPP) of approximately A$1.7m1.7mm

  • Funds used for expansion into streaming market and buffer against any further COVID-19 shocks

• Pro forma EBITDA excludes transaction costs ($1.2m) and other ($0.1m)

• Cash scenario projections exclude use of the $5m working capital facility 3. Before costs of the offer.

© Atomos 2020. | Capital Raising 3

Target Markets – Current & Future

Atomos’ growing product portfolio addresses a US$10B camera equipment market[1]

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Content
Social Pro Video Entertainment
Creation
Camera
Equipment Phone & PhotoCameras Pro Video Cameras Broadcast, TV & Cinema
SHINOBI
NINJA
Atomos
Products SHOGUN
SUMO
NEON
NEW MARKETS NEW MARKETS
Social Entertainment
Future
Markets
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Expansion into growing Social & Entertainment video content markets

© Atomos 2020. | Capital Raising 4

1 CIPA Report, 2017

Strategy Recap: Growing the Atomos Ecosystem…

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© Atomos 2020. | Capital Raising

Financial Snapshot - 1H’20 (Half year ending, 31 December 2019)

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Pro Forma Revenue ($m) [1] Revenue by Market Segment (FY19 vs. 1H’20)
$60.0m
54.0 FY19 1H'20
Social
$50.0m Pro Video
$4.3m $2.6m
Entertainment
$40.0m 35.6 29.7 $8.3m
31.1 2H +35% $6.5m
30.5
$30.0m 27.5 17.3
16.7 2H
$20.0m 2H 32.6
1H
24.2
$10.0m 14.4 18.4 1H
1H 1H $41.0m $23.4m
$0.0m
FY15 FY16 FY17 FY18 FY19 FY20
Pro Forma EBITDA ($m) [1] H1’20 Revenue by Geography
$6.0m 5.7
$5.0m
$4.0m
Asia
$3.0m 22%
$2.0m 1.6 1.0 US
+35% 1H
$1.0m 0.2 0.9 44%
0.7
$0.0m
FY15 FY16 FY17 FY18 FY19 1H'20
($1.0m) EMEA
($2.0m) 34%
($3.0m)
($4.0m)
($5.0m) (4.6) (4.5)
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© Atomos 2020. | Capital Raising 6

1 FY15, 1H17, 2H17, 1H18 & 2H18 Unaudited

COVID-19 Impact & Response

Sales

• Video production globally has been materially affected by government restrictions measures resulting from the COVID-19 pandemic

• Creative cinema style productions have paused, coupled with events that AMS customers work at being cancelled and/or prohibited (weddings, festivals, sports, corporate events etc.) – a large portion of AMS sales comes from this segment

• Monthly run-rate (vs. 1H20) sales have decreased by ~60%

• Sales are expected to return to normal levels after global government restrictions have been lifted

Cost Initiatives

• Comprehensive cost reduction initiatives have been implemented resulting in temporary reductions in the monthly cost base by ~60%

• Half of the cost base reductions will be permanent (i.e. 50% of the 60% are not expected to return when government restrictions are lifted)

• The monthly cost reductions have been fully implemented as at end April 2020

Cash Management

• With the current Balance Sheet (cash and inventory) and cost saving initiatives already in place, AMS has sufficient headroom:

• For the balance of CY20, based on a 75% reduction in monthly sales[1]

• Indefinitely, based on a 50% reduction in monthly sales[1]

• As global restrictions ease, AMS expects to see a material improvement in sales, however timing of this is uncertain

• Cash scenario projections exclude use of the $5m working capital facility

© Atomos 2020. | Capital Raising 7

Sales & Marketing Initiatives during COVID-19

• 1 Launched New ProRes RAW Camera with Ninja V

• 2 • Launched Atomos Educational Website

• 3 • 1 Month lockdown Promotions on Ninja V

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1
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2
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3
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© Atomos 2020. | Capital Raising 8

Expanding Market - Realtime ‘Live’ Video is Booming

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Realtime “LIVE” Production - Booming!
200m 300m +
10m
daily users daily users
Dec 19 2 April 20 22 April 20
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Virtual Classes – Fitness, Cooking, Social
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16 April 2020 Signed agreement to acquire:

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Largely, one camera, single user streaming

• One camera streaming using: Zoom, YouTube Live, Vimeo, Facebook Live

• Simple content created with minimal (or zero) preparation time and made with consumer equipment

• Limited freedom of movement, limited locations

• No reliance on people in the same location

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Atomos can democratise… creating low cost ‘professional solutions’

• Leveraging the Ninja Platform to create all in one simple, powerful product set – already includes multicamera features

• Record high quality formats at same time as streaming formats for ultimate flexibility for live & curated production

© Atomos 2020. | Capital Raising 9

Opportunity - High-Quality Interactive Streaming

Streaming is mainly Single Camera now

Professional is Multi Camera… Atomos have High Quality Multi Camera Technology

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• Connected multi camera set ups to: Zoom, Facebook Live, YouTube Live, Cisco WebEx

• Better content to stand out is the next generation

• Need to connect to PC/MAC and Smart Devices for streaming = Software Development & partnerships

• Accelerate the Ninja Platform to include AMS existing high quality multicamera tech

• Combine multicamera + live stream in an all-in-one low-cost professional solution

• Simplify high quality live production for single/few users at home or in the office - enabling higher production value and education

• Leveraging AtomOS touch screen and HDR technology for ease of use

© Atomos 2020. | Capital Raising 10

Accelerating our roadmap

AMS have the technology platforms, partners and relationships to capture new markets. Development is well underway…

Market Challenges

Atomos All-In-One Solutions

• The use of multicamera systems to create dynamic angles, and emotive content is key to the storytelling process and only expected to become more prevalent

• Switching from people to product to presentations, along with inserting graphics and edits in real time is complex and usually requires a computer

• AMS have dynamic touch switching technology included in the current Sumo and Shogun products

• AMS’ product pricing allows a wider customer base to utilise professional live production techniques

• Accelerate Roadmap on existing Ninja Platform

• Record in high-quality and Live Stream is expensive and complex – users compromise today

• Add High quality internet streaming formats in HD or 4K

• Add Internet connectivity – 5G/4G Mobile, WiFi, Ethernet

• Produced and edited live content after streaming is currently low quality

• Professional live set ups are difficult for ‘normal’ customers

• AMS' ability to record/process 4x HD processing & 1x HD live streaming simultaneously is the same as 4K RAW processing

• Ease of use and low cost allows AMS to target our core professionals, in our core market segments as they change their production techniques to live – then democratise lower

• Same sales and marketing channels AMS have today

© Atomos 2020. | Capital Raising 11

Opportunities - New Live individual broadcast/streaming, Market Strategy

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© Atomos 2020. | Capital Raising 12

Capital Raising

Capital Raising – Offer Details

	• A$10.9m institutional placement (“Placement”)
	• Approx. 24.3 million new ordinary shares to be issued, representing 13.0% of AMS’ existing ordinary shares on issue (“Placement Shares”)
Offer structure	• Placement Shares will rank equally with existing Atomos ordinary shares on issue
	• A non-underwritten share purchase plan (“SPP”) will also be offered to eligible shareholders to raise approximately A$1.7m (together with
	the Placement, the “Offer”)
	• The Placement is within the Company’s existing placement capacity under ASX Listing Rule 7.1
	• Placement Shares will be issued at a price of A$0.45 per Placement Share (“Placement Price”)
	• The Placement Price represents a:
Placement Pricing	– 34.3% discount to AMS’ last closing price on ASX on 11 May 2020 of A$0.685 per share;
	– 26.0% discount to AMS’ 5-day VWAP on ASX to the close of trade on 11 May 2020 of A$0.608 per share; and
	– 18.9% discount to AMS’ 10-day VWAP on ASX to the close of trade on 11 May 2020 of A$0.555 per share; and
	• The issue price per new fully paid ordinary share under the SPP (“SPP Shares”) will be the Placement Price
SPP	• Maximum application size of A$30,000 per Eligible Shareholder across all holdings
	• Further information regarding the SPP will be provided in the SPP booklet, expected to be sent to eligible shareholders from 25 May 2020
	The Placement funds are expected to be used as follows:
Use of Funds	• Expansion into the streaming market;
	• Buffer against any further COVID-19 shocks; and
	• Capital raising costs.

© Atomos 2020. | Capital Raising 14

Offer Timetable[1]

Trading halt	Tuesday, 12 May 2020 – Wednesday, 13 May 2020
Placement bookbuild	Tuesday, 12 May 2020 – Wednesday, 13 May 2020
Record date for SPP	7:00pm (AEST) Wednesday, 13 May 2020
Announcement of the Placement	Thursday, 14 May 2020
Trading halt lifted	Before 10:00am (AEST) Thursday, 14 May 2020
Settlement of Placement	Tuesday, 19 May 2020
Allotment and normal trading of Placement Shares	Wednesday, 20 May 2020
SPP offer opening date and despatch of offer booklet to eligible shareholders	9:00am (AEST) Monday, 25 May 2020
SPP offer closing date	5:00pm (AEST) Friday, 12 June 2020
Allotment date for SPP Shares	Friday, 19 June 2020
Expected quotation of SPP Shares on ASX	Friday, 19 June 2020

1. This timetable is indicative only and is subject to change. AMS may alter the dates above, to withdraw or vary the Offer, or to accept applications for SPP Shares that are received after the SPP closing date, in each case in AMS’ absolute discretion, subject to the ASX Listing Rules and the Corporations Act. All references to time are to Melbourne time

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© Atomos 2020. | Capital Raising

Key Risks

General risks associated with Atomos

Impact of COVID-19 on the Company and its Operations

The current COVID-19 disruptions and Government imposed restrictions are directly and indirectly impacting the Company’s business. In particular, the Company has seen social distancing restrictions preventing end users of the Company’s products from operating their businesses (e.g. video production at large public gatherings, events, festivals, sports, etc). A prolonged reduction in business activity across the businesses’ key markets will continue to result in reduced demand for the Company’s products and is likely to materially adversely impact the Company’s financial performance and revenues.

There is continued uncertainty as to the further impact of COVID-19 including in relation to the duration of existing and further governmental action, work stoppages, lockdowns, quarantines, travel restrictions and other unforeseen changes. Whilst the impact these disruptions will have on the Company and its operations is not yet clear, the Company expects there may be: continued reduction in demand for the Company’s services as people follow the Government’s recommendations and restrictions, potential supply chain disruptions and interruptions to manufacturing and distribution of the Company’s products to the extent government imposed shut downs impact the Company’s manufacturing and distribution chains. Any of these factors will adversely affect the Company’s operational and financial performance and consequently the value of an investment in the Company is likely to be adversely affected.

Impact of COVID-19 on market and share price

The events relating to COVID-19 have recently resulted in a decline in general economic conditions together with significant market falls and volatility including in the prices of securities trading on the Australian Securities Exchange and other foreign share markets. There is continued uncertainty around the duration and extent of further impacts of COVID-19 governmental action, work stoppages, lockdowns, quarantines, travel restrictions and other unforeseen changes and the impact these will have on the Australian and global economy and share markets. However, the continuation of these impacts will likely have a material adverse effect on global economic conditions and share markets and may materially adversely affect the price of the Company’s shares trading on the ASX.

Competition risk

Atomos competes against other video technology companies. Atomos faces the risk that (amongst other things) existing competitors could increase their market share through aggressive sales and marketing campaigns, product research and development or price discounting, Atomos may fail to anticipate and respond to changing opportunities, technology or customer requirements as quickly as its competitors or new market entrants into the video technology industry could develop products which compete with Atomos’ products.

Ability to retain or attract key personnel Launch of new products

The loss of key members of the management team or members of the design and engineering teams, or any delay in their replacement, may adversely affect Atomos’ ability to implement its strategies and may also adversely affect Atomos’ future financial performance. Atomos performance and future success depends on its continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of the organisation. Competition for qualified employees in Atomos’ industry is intense.

The development and release of new products, including TCS technologies, or the adoption of these new products by OEM licensees and end users, may take longer than expected or such new products may not be well received by customers as a result of various reasons including (amongst others) the new products not being well priced when compared with competing products or the new products lacking a strong feature that resonates with customers.

© Atomos 2020. | Capital Raising 17

General risks associated with Atomos

Failure to manage growth	Atomos will need to continue to invest in sales and marketing and other systems and processes to support the development of its business if Atomos gains significant market share over and above its current short-term expectations. If this is not done in a timely, robust and efficient way to handle projected growth it may negatively impact on Atomos’ financial performance.
	The value of Atomos’ products is dependent on Atomos’ ability to effectively identify, protect, defend and in certain circumstances keep secret, its
Intellectual property	intellectual property. Actions Atomos takes to protect its intellectual property may not be adequate or enforceable and therefore may not prevent the
	misappropriation of its IP and proprietary information.
Breach of third-	There is a risk that third parties may allege that Atomos’ products use intellectual property derived by them or from their products without their consent
party intellectual	or permission. Atomos may be the subject of claims which could result in dispute or litigation, which could result in monetary damages, cause delays and
property rights	increase costs, and have an adverse impact on Atomos’ operations, reputation or financial performance.
Inability to pay dividends	There is no guarantee that dividends will be paid on shares in Atomos in the future, as this is a matter to be determined by the Board in its discretion and the Board’s decision will have regard to, amongst other things, the financial performance and position of Atomos, relative to its capital expenditure and other liabilities.
Risk of shareholder dilution	Atomos may in the future elect to issue new shares or engage in capital raising to fund ongoing working capital requirements of Atomos or acquisitions that Atomos may decide to make. While Atomos will be subject to the constraints of the ASX Listing Rules regarding the percentage of its capital that it is able to issue within a 12-motnh period, Shareholders at the time may be diluted as a result of such issues of shares and capital raisings.
	There are certain components for which Atomos has a single or limited source of supply. Accordingly, there is a risk that if the supplier was to cease
Supply chain risk	supply, this could cause a disruption to Atomos’ ability to deliver its products. Further to this, Atomos would have difficulty in sourcing alternative
	suppliers for certain of these components which are only available from a single source.
	Atomos does not have formal written contracts in place with a majority of its distributors who order and purchase products from Atomos on an ad hoc
Reliance on key	basis with no minimum purchase order obligations. This represents a risk of current sales revenue not being replicated. Atomos’ customers and
distributors	distributors may decide not to continue to place purchase orders in the future or at the same level as in prior periods. As a result, Atomos’ operating
	performance may vary from period to period and may fluctuate significantly in the future.

© Atomos 2020. | Capital Raising 18

Appendices

Atomos – A Snapshot

• Global video technology company that enhances video content creation with products that connect the imaging and computer worlds together

• Allows video content creators to improve recording quality, save time and maintain greater flexibility and control over the content creation process

• Advanced proprietary technologies underpin the current product suite and will be used to drive future growth into new markets

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Capital Structure (as of 13 May 2020) Major Shareholders %
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Ticker AMS Share Price $0.685 Shares on Issue (m) 186.7 Market Capitalisation (m) $127.8 P M D E	erennial Value Mgmt 14%
	s Claire Louise Young2 9%
	omazet FT3 P/L 9%
	llerston Capital Ltd 9%
	Top 20 ~70%

2 Related Party to Board Member (Jeromy Young)

• Strategic relationships with leading tech companies such as: Apple, Adobe & camera makers: Sony, Canon, Panasonic, RED & JVC Kenwood

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• Three key market segments:

• Social: consumers / prosumers who create and share on free, advertisement driven platforms

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• Pro Video: advertising, events, corporate, broadcast and education

• Entertainment: production companies producing high-quality content for TV and cinema usually viewed on subscription streaming platforms

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Share Price History
$2.0
$1.8
$1.6
$1.4
$1.2
$1.0
$0.8
$0.6
$0.4 IPO: Dec 18
$0.2
Share Price ($)
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© Atomos 2020. | Capital Raising 20

Global Operations

Offices in major global locations and strong sales channels

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1H’20 Sales
byRegion
•
87 Staff Globally
LONDON
PORTLAND
PARIS
NEWYORK FRANKFURT
• 10 Offices in 7 Countries LOSANGELES TOKYO Asia
BEIJING
22%
SHENZHEN US
44%
•
Strong Global SalesChannel
EMEA
34%
•
Broad retailer and reseller
network in eachregion
MELBOURNE
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© Atomos 2020. | Capital Raising 21

• As of 30 April 2020 (17 staff currently stood down due to COVID-19)

Product Suite

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4K Monitor Recorders Production / Studio Broadcast & Accessories
Shogun Studio + Converters +
NINJA + SHINOBI Range SHOGUN Range SUMO Range NEON Cinema Series
Accessories
• Ninja HDMI only – includes • HDMI & Quad SDI inputs • Larger format 19” monitor • HDR Professional monitor- Shogun Studio
AtomX adaptor range • Broad market application due recorder recorder range for on-set and • Rack mount 4K monitor
• Broad market application due to portability – targeting studio usage in-studio usage recorder solution
to portability • 7” high brightness screen • Quad SDI & HDMI in/out • Four screen size options – 17”, • Dual 7” screens with
• Both 5” and 7” screen options • Record ProRes, DNxHR at • Record ProRes/ProRes RAW, 24”, 31” and 55” touchscreen interface
• Record ProRes®, DNxHR at 60p DNxHR, among others • Bluetooth controlled by using Converters
Atomos iOS App
60p frame rates frame rates • SDI to HDMI or vice versa
• AtomHDR monitoring • ProRes RAW capability
Accessories
• Includes recently released 5” • AtomHDR monitoring • Cables, Caddies & Adaptors
Shinobi monitor only • Touch Screen Switching
• Shinobi available in both
HDMI & SDI capability
Social / Pro-Video Segment P ro-Video / Entertainment Pro-Video / Entertainment Entertainment Various
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© Atomos 2020. | Capital Raising 22

The TCS Opportunity…

The Problem

The Opportunity

The Solution

Synchronising footage from multiple video & audio sources is difficult, expensive, time consuming & you need to be a pro!

Democratise multiple capture device productions across all market segments – Social, Pro Video & Entertainment

Enable multi-device wireless timecode synchronisation capability into EVERY video and audio capture device

Expanding the Atomos Ecosystem – Via either direct product sales or licencing

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Smartphones Wearable /
Action cameras
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DSLRs
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Monitor Broadcast & Bodycams recorders Cinema cameras

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Audio recorders
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© Atomos 2020. | Capital Raising 23

Contacts

For further information on this presentation, please contact:

James Cody Simon Hinsley Chief Financial Officer Media relations +61 3 9999 5908 +61 401 809 653 james@atomos.com simon@atomos.com

About Atomos

Atomos is a global video technology company delivering award-winning, simple to use monitor-recorder content creation products. These products give content creators across the rapidly growing social, pro-video and entertainment markets a faster, higher quality and more affordable production system.

Atomos’ range of products take images directly from the sensor of all major camera manufacturers, then enhance, record and distribute them in high-quality formats for content creation using the major video editing software programs. Since being founded in 2010, Atomos has established strategic relationships with key technology providers within the ecosystem including Apple, Adobe, Sony, Canon, Panasonic, Nikon and JVC Kenwood.

Atomos is based in Australia with offices in the USA, Japan, China, UK, France and Germany and has a worldwide distribution partner network.

For more information please visit www.atomos.com

© Atomos 2020. | Capital Raising 24

Disclaimer

The information contained in this document (“Document”) has been prepared by Atomos Limited ACN 139 730 500 (referred to as “Atomos” or “Company”). This Document is current as at the date of this Document and should be read in conjunction with other Atomos periodic and continuous disclosure announcements filed with the Australian Securities Exchange (ASX), available at www.asx.com.au.

The information in this Document is not intended to form the basis of any investment decision in relation to the Company or its assets and should not be considered as a recommendation to the Recipient to acquire securities in the Company. This Document is not a prospectus, profile statement or disclosure document and does not constitute an offer or invitation to acquire securities or otherwise invest in the Company, and no agreement to subscribe for securities will be entered into on the basis of this Document.

No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted by the Company, any of their respective officers, servants, agents or advisers (collectively “Limited Parties”) as to or in relation to the accuracy, reasonableness, completeness or reliability of the information in this Document or any other written or oral information made available to any Recipients or their advisers. Any liability therefore is hereby expressly disclaimed. In particular, no representation or warranty is given as to the achievability or reasonableness of any future projections, management estimates or plans, prospects, returns or forecasts.

To the fullest extent permitted by law, the Limited Parties will not have any responsibility or liability for any loss or damage (whether foreseeable or not), however arising (including as a result of negligence), in relation to or in connection with the provision of this Document, the Recipient’s or any other person’s purported reliance on this Document, the failure to provide information of which any of the Limited Parties becomes aware or any errors in or omissions from this Document.

None of the Limited Parties makes or gives any representation, warranty or guarantee, express or implied, that the information in this Document is accurate, current, reliable or complete, has been or will be audited or independently verified, or that reasonable care has been taken in compiling, preparing or furnishing it. Various statements in this Document constitute statements relating to intentions, future acts and events including forecast financial information (“Forward Looking Statements”). Forward Looking Statements involve subjective judgment and analysis, known and unknown risks, uncertainties and other important factors that may cause those future acts, events and circumstances to differ from the way or manner in which they are expressly or impliedly portrayed herein. The Limited Parties do not make or give any representation, warranty or guarantee, express or implied, that any Forward Looking Statements will be achieved or proven correct, or that any assumptions or projections on which the Forward Looking Statements are based are reasonable. No historical financial information, forecast financial information, estimates or projections contained in this Document or any other financial information derived from that information, can be relied upon as a promise or representation, as to the past, present or the future. Past performance is not necessarily a guide to future likelihood of achievement or reasonableness of any Forward Looking Statement, forecast financial information or other forecast.

The Limited Parties do not undertake any obligation to (and expressly disclaim any obligation to) provide the Recipients with access to any additional information or to correct any inaccuracies herein which may become apparent or to disseminate any updates or revisions to any Forward Looking Statements in this Document to reflect any change in expectations in relation to any such statements or any change in events, conditions or circumstances on which any such statement is based.

This document also contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Company's business and markets. Such information is generally based on independent market and industry data or research. The Company has not independently verified, and cannot give any assurances as to the accuracy and completeness of the information sourced from market and industry data or research contained herein. Accordingly, the accuracy and completeness of such information is not guaranteed. There is no assurance that any of the forecasts or projections contained in the independent market and industry data or research will be achieved. Forecasts and projections involve risks and uncertainties and are subject to change based on various factors. You should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions.

Neither the receipt of this Document by any person nor any information contained in it or supplied with it or subsequently communicated to any person in connection with a proposed investment in the Company constitutes, or is to be taken as constituting, the giving of investment or financial product advice (or any other advice) to any such person. Each such person should make their own independent assessment of the merits or otherwise of investing in the Company and should seek their own professional advice in respect of any future investment opportunity and not act on the basis of any matter contained in this Document. In providing this Document, the Company has not considered the objectives, financial position, taxation situation or other needs of any particular Recipient.

The distribution of this document in jurisdictions outside Australia may be restricted by law. Persons who come into possession of this document who are not in Australia, should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

Non-IFRS financial measures

Recipients should note that certain financial data included in this Document is not recognised under the AAS and is classified as ‘non-IFRS financial information’ under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC. The Company believes that this non-IFRS financial information provides useful information to users in measuring the financial performance and condition of Atomos. The non-IFRS financial measures do not have standardised meanings under AAS, and therefore may not be comparable with similarly titled measures presented by other entities, nor should these be interpreted as an alternative to other financial measures determined in accordance with AAS. Investors are cautioned not to place undue reliance on any non-IFRS financial information, ratios and metrics included in this Document.

Non-IFRS information descriptors:

• EBITDA (before R&D expenditure) is earnings before research and development expenditure, interest, taxation, depreciation, amortisation and impairment charges;

• EBITDA is earnings before interest, taxation, depreciation, amortisation and impairment charges;

• EBIT is earnings before interest, taxation and impairment charges;

• Working capital is defined by the Company as trade and other receivables, inventory and other current assets less trade and other payables and other current liabilities;

• Net cash flows from operations: the operating cash flows generated by the Company calculated as EBITDA excluding non-cash items and allowing for changes in working capital; and

• Net cash flows before financing activities: being net cash flows from operations less capital expenditure and other investing expenditure.

This Document is provided to you as a person who is either a holder of an Australian financial services licence or an authorised representative of such a licensee, or either a "professional investor" or "sophisticated investor" who is also a "wholesale investor" as those terms are defined in section 708(11), 708(8) and 761A respectively of the Corporations Act 2001 (Cth) (Corporations Act), to whom a prospectus is not required to be given under Chapter 6D of the Corporations Act. If you are not such a person, you are not entitled to receive this Document, and you must promptly return all materials received from Atomos (including this Document), without retaining any copies. By receiving this Document, you warrant that you are an investor within the scope of this paragraph, and you accept this Document on the basis set out in it.

This Document and the information in this Document (Confidential Information) is strictly confidential. You must not copy, reproduce, quote or refer to the Confidential Information or give it to another person, in whole or in part, without the prior written consent of Atomos, which may withheld in its absolute discretion.

© Atomos 2020. | Capital Raising 25

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© Atomos 2020. | Capital Raising