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BIOTRON LIMITED — AGM Information 2025
Nov 16, 2025
64528_rns_2025-11-16_e186974d-3b21-4e57-9203-feaa07e31516.pdf
AGM Information
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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: [email protected] Website: www.biotron.com.au
17 November 2025
The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000
(5 pages by email)
Dear Madam,
RESULTS OF ANNUAL GENERAL MEETING
I advise that the resolutions put to shareholders at today's Annual General Meeting of Members as set out in the attached Notice of Annual General Meeting were decided by way of a poll with voting as follows:
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*Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll
This announcement has been approved for release by the Managing Director Dr. Michelle Miller.
Yours faithfully Marcelo Mora Company Secretary
pjn12782
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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: [email protected] Website: www.biotron.com.au
BIOTRON NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at Level 38, Tower 3, International Towers Sydney, 300 Barangaroo Ave, Sydney, New South Wales 2000, on Monday, 17 November 2025 at 11am (AEDT).
AGENDA
BUSINESS
To receive and consider the Company's annual financial report, the directors' report and the auditors' report for the year ended 30 June 2025.
RESOLUTION 1 - REMUNERATION REPORT (NON-BINDING)
To consider, and if thought fit, to pass the following as a non-binding resolution :
“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Directors’ Report for the financial year ended on 30 June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
RESOLUTION 2 - RE-ELECTION OF DIRECTOR – ROBERT B. THOMAS
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
- “That for the purpose of clause 57 of the Constitution, Listing Rule 14.4 and for all other purposes Robert B. Thomas, a Director who retires by rotation in accordance with clause 58 of the Constitution and being eligible and offering himself for re-election, is re-elected as a Director.”
RESOLUTION 3 - RE-ELECTION OF DIRECTOR – MICHAEL J. MEDWAY
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purpose of clause 57 of the Constitution, Listing Rule 14.4 and for all other purposes, Michael J. Medway, a Director who was casually appointed as a Director in accordance with clause 56 of the Constitution and being eligible, and offering himself for reelection, is re-elected as a Director.”
RESOLUTION 4 - ELECTION OF DIRECTOR - PETER SCOTT
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R of the Corporations Act and for all other purposes, Peter Scott, a person who has nominated to be appointed a Director in accordance with clause 59.1 of the Constitution and being eligible, is elected as a Director.”
RESOLUTION 5 – ELECTION OF DIRECTOR - HUGH MILNER
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R of the Corporations Act and for all other purposes, Hugh Milner, a person who has nominated to be appointed a Director in accordance with clause 59.1 of the Constitution and being eligible, is elected as a Director.”
RESOLUTION 6 - ELECTION OF DIRECTOR - DAVID CASTELLANO
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R of the Corporations Act and for all other purposes, David Castellano, a person who has nominated to be appointed a Director in accordance with clause 59.1 of the Constitution and being eligible, is elected as a Director.”
RESOLUTION 7 - APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass the following as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise on the terms and conditions in the Explanatory Statement.”
RESOLUTION 8 - RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE
7.1
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue under the Placement of 199,086,876 Shares on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 9 - ISSUE OF TRANCHE 2 PLACEMENT SHARES UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 134,246,457 Shares issued under the Placement on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 10 - ISSUE OF ATTACHING OPTIONS
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1 Attaching Option for every 2 Shares issued under the Placement, to be issued on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 11 - ISSUE OF CONSIDERATION SHARES
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes and subject to Shareholders approving Resolution 12, Shareholders approve the issue of 500,000,000 Shares on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 12 - ISSUE OF CONSIDERATION PERFORMANCE SHARES
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes and subject to Shareholders approving Resolution 11, Shareholders approve the issue of 500,000 Performance Shares on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 13 - ISSUE OF FACILITATION SHARES
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 33,333,333 Shares issued on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 14 - ISSUE OF BROKER OPTIONS
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 15,000,000 Broker Options issued on the terms and conditions in the Explanatory Memorandum.”
RESOLUTION 15 - APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN
To consider and, if thought fit, to pass with or without amendment, the following as an ordinary resolution:
“ That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve:
(a) the establishment of an employee securities incentive plan, to be called the “Biotron Employee Securities Incentive Plan” (Plan); and
(b) the issue of up to 124,988,211 securities under the Plan,
in accordance with the terms of the Plan described in the Explanatory Memorandum.
By order of the Board of Directors
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Marcelo Mora Company Secretary 17 October 2025
Biotron Limited
Supplementary Notice of Annual General Meeting
The Annual General Meeting of the Company will be held at Level 38, Tower 3, International Towers Sydney, 300 Barangaroo Ave, Sydney, New South Wales 2000, on Monday, 17 November 2025 at 11am (AEDT).
AGENDA
RESOLUTION 16 - SPILL RESOLUTION (CONDITIONAL RESOLUTION)
To consider and if thought fit, pass the following resolution as an ordinary resolution:
-
“That subject to and conditional on at least 25% of the votes validly cast on Resolution 1 being cast against the adoption of the Company’s Remuneration Report for the year ended 30 June 2025:
-
(a) an extraordinary general meeting of the Company (“Spill Meeting”) be held within 90 days of the passing of this Resolution;
-
(b) all of the Directors in office when the Directors’ Report for the year ended 30 June 2025 was approved and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
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(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”
Note: This resolution will only be put to Shareholders if at least 25% of the votes validly cast on Resolution 1 (the Remuneration Report) are against that Resolution.
By order of the Board of Directors
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Marcelo Mora Company Secretary 31 October 2025