COMPUMEDICS LIMITED — AGM Information 2021

Sep 28, 2021

COMPUMEDICS LIMITED ACN 006 854 897

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting 28 October 2021

Time of Meeting

10.30 am AEDT

Place of Meeting

30-40 Flockhart Street, Abbotsford Victoria 3067

Virtual Meeting

You are invited to a Zoom webinar. When: Oct 28, 2021 10:30 AM Canberra, Melbourne, Sydney Topic: Compumedics Annual General Meeting 2021

Details for how to participate in the virtual meeting are highlighted below:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left hand menu bar to access registration.

4. Click on “Register” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen

7. Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted

COMPUMEDICS LIMITED ACN 006 854 897

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is given that the Annual General Meeting of Compumedics Limited (ACN 006 854 897) (“ the Company ”) will be held at 30-40 Flockhart Street, Abbotsford Victoria 3067 Australia on Thursday 28[th] October 2021 at 10.30 am (AEDT), with shareholders able to join via the Zoom meeting details provided.

The accompanying Explanatory Memorandum (“Explanatory Memorandum”) provides additional information relating to the matters to be considered at the Annual General Meeting and forms part of this Notice of Annual General Meeting (“Notice”). Certain terms and abbreviations used in this Notice and the Explanatory Memorandum have defined meanings, which are explained in the Explanatory Memorandum.

Business

1. Financial Statements and Reports (Note 1)

To receive and consider the financial report of the Company and the reports of the Directors and the Company’s auditor for the year ended 30 June 2021.

2. Re-election of Director

Mr. David Lawson who retires by rotation offers himself for re-election as a Director of the Company.

3. Adoption of Remuneration Report (Note 2)

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

“That the section of the report of the Directors entitled “Remuneration Report” dealing with the remuneration of the Company’s Key Management Personnel be adopted”.

Notes

• (1) Under s 250R(3) of the Corporations Act, the vote on this item is advisory only and does not bind the Directors or the Company.

• (2) Key Management Personnel whose remuneration details are contained in the Remuneration Report (and their closely related parties) are restricted from voting on this resolution under s 250R(4) of the Corporations Act.

BY ORDER OF THE BOARD

---

David Lawson 28[th] September 2021

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VOTING AND PROXIES

Eligibility

You will be eligible to vote at the meeting if you are registered as a holder of shares of the Company at 7 pm Melbourne time on 26[th] October 2021.

Appointing a proxy

If you are entitled to attend and vote at the meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a Shareholder of the Company and may be an individual or a body corporate.

If you are a Shareholder, and you are unable or do not wish to attend and vote at the meeting, and you wish to appoint a proxy, please complete and return the enclosed proxy form. If you are entitled to cast two or more votes, you may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact the Registry on 1300 288 664.

Lodging your proxy form

You can lodge your proxy form by:

Online:

Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL: meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

Your completed proxy form (and any necessary supporting documentation) must be received by the Registry no later than 10.30am (AEDT) on 28[th] October 2021. That is 48 hours before the meeting.

If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by the Company by 10.30am on 28[th] October 2021 unless it has been previously provided to the Company. If the proxy is signed under power of attorney, the signatory must also declare that they have had no notice of revocation of the power of attorney.

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If you appoint a proxy, you may still attend the meeting. However, if you vote on a resolution your proxy is not entitled to also vote on that resolution.

Voting at the meeting

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as

soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. How do I create an account with Automic?

To create an account with Automic, please go to the Automic website

(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create

an account with Automic.

I have an account with Automic, what are the next steps?

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to

take the following steps to attend and vote virtually on the day of the AGM:

1. Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.

2. (Registration on the day) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.

3. (Live voting on the day) If live voting for the virtual meeting is open, click on ‘Meeting open for voting’ and follow the steps.

At the meeting, on a show of hands each Shareholder present may cast one vote. For these purposes a Shareholder being ‘present’ includes a person present as a proxy, attorney or body corporate representative.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of all resolutions.

EXPLANATORY MEMORANDUM

Defined Terms

The following terms, which are used in this Notice (including this Explanatory Memorandum), have the meanings set out below:

‘Board’ means the board of directors of the Company;

‘Company’ means Compumedics Limited ACN 006 854 897;

‘Corporations Act’ means the Corporations Act (Cth) 2001;

‘Key Management Personnel’ or ‘KMP’ are the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report section of the Directors’ Report identifies the relevant persons for the year ended 30 June 2021;

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‘Shareholder’ means a person who is registered as a holder of shares of the Company and “Shareholders” means all the holders of shares of the Company.

Item 1:

Financial Statements and Reports

During this item there will be an opportunity for Shareholders at the meeting to ask questions and comment on the Director’s Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2021. No resolution will be required to be passed on this matter.

Item 2:

Re-election of Director

Mr Lawson who retires by rotation offers himself for re-election as a Director of the Company.

Mr Lawson has been Chief Financial Officer and the Company Secretary of the Company for over twentytwo years. In that time, Mr Lawson has been extensively involved in the development of the Company, the subsequent offshore acquisitions in the US and Germany, private equity placements and several refinancing projects of the Company. Mr Lawson also has been involved extensively in the general management and operations of the Company and brings a significant amount of experience and knowledge to the Board.

Item 3:

Adoption of Remuneration Report

The Corporations Act requires that the section of the Directors’ report relating to director and executive remuneration (the “Remuneration Report”) be put to a vote of Shareholders for its adoption. The vote is advisory only and does not bind the directors of the Company.

The Remuneration Report can be found at pages 6 to 12 of the Financial Statements in the Company’s 2021 Annual Report. Following consideration of the Remuneration Report, Shareholders will be given a reasonable opportunity to ask questions or comment on the Remuneration Report.

A vote must not be cast (in any capacity) on Resolution 3 by or on behalf of a member of Compumedics Limited’s Key Management Personnel ( “KMP” ), details of whose remuneration are included in the Remuneration Report, or their closely related parties, whether as a shareholder or as a proxy. However, a vote may be cast on Resolution 3 by a KMP, or a closely related party of a KMP, if:

• the vote is cast as a proxy;

• appointed by writing that specifies how the proxy is to vote on Resolution 3; and

• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

If the Chairman of the meeting is appointed as your proxy, you are expressly authorising the Chairman of the meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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