CONTROL BIONICS LIMITED — AGM Information 2024

Sep 8, 2024

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NOT ICE OF 2024 ANNUAL GEN ERAL MEET ING

Notice is given that the 2024 Annual General Meeting of the Shareholders of Control Bionics Limited will be held at 9 am (Sydney time) on Thursday, 10 October, 2024 at Level 11, 66 Clarence Street, Sydney, NSW.

Further information on the business is set out below and is contained in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

ORDINARY BUSINESS

Financial Report for the Year Ended 30 June 2024

To receive and consider the Company’s financial statements and the reports of the Directors and of the Auditor for the year ended 30 June 2024.

Resolution 1 - Remuneration Report

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

“That the Remuneration Report for the financial year ended 30 June 2024, as set out in the Directors’ report be adopted.”

Resolution 2 - Re-elect Damian Lismore as a Director

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

“That Damian Lismore retires by rotation in accordance with Clause 60 of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director.”

Resolution 3 - Approval of issue of options to Managing Director

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,698,113 Options to Jeremy Steele (or his nominee) pursuant to the Control Bionics Employee Share Option Plan and on the terms described in the Explanatory Statement which forms part of this Notice of Meeting.”

Resolution 4 - Ratification of issue of options on 13 May 2024

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 2,000,000 options option on 13 May 2024 to Lynx Advisors Pty Limited on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.

Resolution 5 - Ratification of issue of 27,157,209 shares on 27 May 2024

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 27,157,209 shares at an issue price of 4.3c per share on 27 May 2024 to the persons identified and on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.”

Resolution 6 - Ratification of issue of 1,448,037 shares on 27 May 2024

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 1,448,037 shares at an issue price of 4.3c per share on 27 May 2024 to Lynx Advisors Pty Limited on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.”

Resolution 7 - Ratification of issue of 500,000 options on 27 May 2024

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 500,000 options on 27 May 2024 to Lynx Advisors Pty Limited on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.

Resolution 8 - Ratification of issue of 10,000,000 shares on 15 August 2024

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

“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 10,000,000 shares at an issue price of 5.25c per share on 5 August 2024 to North Star Pty Limited on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.”

Resolution 9 - Approval of issue of options to Lynx Advisors

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

“That, for the purposes of Listing Rule 7.2 and for all other purposes, approval is given for the Company to issue up to 250,000 Options to Lynx Advisors Pty Limited on the terms described in the Explanatory Statement which forms part of this Notice of Meeting, be approved.”

Resolution 10 - Additional Share Issue Capacity under Listing Rule 7.1A

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued Equity Securities by way of placements over a 12-month period, on such terms and conditions more particularly described in the Explanatory Statement accompanying this Notice.”

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Information for shareholders

Entitlement to attend and vote at the Meeting

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of ascertaining a person’s entitlement to vote at the Meeting, a person will be recognized as a Shareholder and the holder of Shares and will be entitled to vote at the Meeting if that person is registered as a holder of those Shares at 7:00 p.m. AEST on 8 October 2024.

Votes

Voting on each Resolution will be on a poll, every Shareholder present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each Share held by him, her or it. In the case of joint Shareholders, all holders may attend the Meeting but only one holder may vote at the Meeting in respect of the relevant Shares (including by proxy). If more than one joint holder is present, and more than one of the joint holders vote in respect of the relevant Shares, only the vote of the joint holder whose name stands first in the register in respect of the relevant Shares is counted.

Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote on behalf of the Shareholder. Where the 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. A proxy need not be a Shareholder and may be a body corporate. If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the Meeting and provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting. 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, each proxy may exercise half of the votes. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. An instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filed in will be deemed to be given in the favour of the Chair of the Meeting.

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Explanatory Statement

This Explanatory Statement has been prepared to assist Shareholders of Control Bionics Limited ( Control Bionics or the Company ) to understand the business to be put to Shareholders at the Annual General Meeting ( Meeting or AGM ) of the Company to be held at 9am (Sydney time) on Thursday 10 October 2024.

Resolution 1, which relates to approval of the 2024 Remuneration Report, is an advisory resolution, further details of which are included below. Resolutions 2 to 9 are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution. Resolution 10 is a special resolution which will only be passed if 75% (ie, at least three quarters) of the votes cast by shareholders entitled to vote (either on a show of hands at the meeting or by the inclusion of proxies if on a poll) are in favour of the resolution.

Financial Statements and Reports

The Annual Report and the associated reports of the Directors and the Auditor for the financial year ended 30 June 2024 will be presented for consideration.

The 2024 Annual Report is available on the Company website https://www.controlbionics.com/

Shareholders should note that the Financial Statements and Reports will be received in the form presented. It is not the purpose, and there is no requirement either in the Corporations Act 2001 (Cth) ( the Act ) or in the Constitution of the Company for Shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report at the Meeting, or that the Financial Statements and Reports be accepted, rejected or modified in any way.

Resolution 1: Remuneration Report

A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with the Corporations Act. The Remuneration Report details the Company’s policy on the remuneration of nonexecutive directors, executive directors and senior executives and is set out in the 2024 Annual Report.

Resolution 1 provides Shareholders with the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Act, the Company is required to put the adoption of its Remuneration Report to the vote at the Annual General Meeting and, under section 250SA of the Corporations Act, the Chairman must allow the Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. If 25% of the votes are cast against two consecutive annual resolutions for the purposes of section 250R(2), the Act requires a shareholder vote on whether to convene a special meeting at which all directors (other than the managing director) who were in office when the second section 250R(2) resolution was voted on, must stand for re-election.

The Remuneration Report:

• (a) explains the Board's policies in respect of the nature and level of remuneration paid to directors and senior management of the Company;

• (b) discusses the link between the Board's policies and the Company's performance;

• (c) explains why the performance conditions were chosen and how performance is measured against them;

• (d) sets out the remuneration details for each director and each member of the Company's senior management team; and

• (e) makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives and executive directors.

The vote on the adoption of the Remuneration Report resolution is advisory only and does not bind the Directors or the Company.

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Voting Exclusion

In accordance with section 250R(4) of the Corporations Act, the Company will disregard any votes cast in respect of Resolution 1 by:

• A member of Key Management Personnel (“KMP”), details of whose remuneration are included in the Remuneration Report; and

• A Closely Related Party of such a member.

However, the Company will not disregard a vote cast in respect of Resolution 1 if it is cast by a person as proxy appointed in writing that directs the proxy how to vote on Resolution 1, and the vote is not cast on behalf of a member of KMP, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member. If you are a member of the KMP or a Closely Related Party of a member of the KMP (or are acting on behalf of any such person) and purport to cast a vote on Resolution 1 that vote will be disregarded by the Company (as indicated above). Please read the information in the Proxy Form which deals with the Chairman’s voting of proxies on Resolution 1 to adopt the Remuneration Report.

Resolution 2: Re-election of Director – Mr Damian Lismore

In accordance with Clause 60 of the Company’s Constitution, Mr Lismore retires as a Director by rotation and, being eligible, offers himself for re-election.

Mr Lismore is an independent non-executive director.

Mr Lismore has held a number of directorships and has extensive commercial, international, and listed company experience (both ASX and NASDAQ), covering many industries including healthcare and technology. In his executive career, he held CEO, CFO and Company Secretarial roles and continues to act as an advisor to CEOs, boards, and business owners. Mr Lismore joined the Control Bionics Board in September 2020.

The Board, other than Mr Lismore, recommend his re-election.

Resolution 3: Approval of issue of options to Managing Director

The Company has agreed, subject to obtaining Shareholder approval, to issue Options to the Company’s Managing Director, Jeremy Steele (or his nominee), pursuant to the terms of the CBL Employee Share Option Plan ( Plan ) and the additional terms and conditions as follows:

Number: 1,698,113 Exercise price: Each option converts to one fully paid CBL share on payment of 5.3c per share Vesting date: 25% of options will vest at each of the first four anniversaries of the date of issue provided Mr Steele remains an employee of the Company. There are no other performance conditions. Expiry date: Five years from date of issue

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

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The issue of Options to Mr Steele (or his nominee) constitutes giving a financial benefit and Mr Steele is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Steele who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to issue the Options, reached as part of the remuneration package for Mr Steele, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit equity securities, which includes options, to be issued to a director of the company without the approval of shareholders.

The issue of options falls within Listing Rule 10.14. It therefore requires the approval of Shareholders.

Resolution 3 seeks the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.14.

Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Options to Mr Steele within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.14), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Options.

Technical Information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to Resolution 3:

• a) The Options will be issued to Mr Steele (or his nominee), who falls within the category set out in Listing Rule 10.14.1 as Mr Steele is a related party of the Company by virtue of being a Director.

• b) The maximum number of Options to be issued is 1,698,113.

• c) The current total remuneration package for Mr Steele is $348,075 (plus superannuation).

• d) No options have previously been issued to Mr Steele under the Plan.

• e) The terms and conditions of the Options are set out in the Plan. A copy of the Plan rules was released to the ASX on 4 December 2020 and can be found at the following link https://announcements.asx.com.au/asxpdf/20201204/pdf/44qmks234ctxlr.pdf and a summary is set out below in paragraph l).

• f) In considering the type of security to be issued to Mr Steele, the Board determined that the most appropriate security was options with substantially the same terms as the options issued to other employees of the Company during the year.

• g) The Company attributes the value of the Options to be $74,003 based on the Black Scholes methodology for valuing options.

• h) All of the Options will be issued on the same date which will be no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• i) The issue price of the Options will be nil. The Company will not receive any other consideration in respect of the issue of the Options (other than in respect of funds received on exercise of the Options).

• j) Assuming the Options are issued no later than one month after the date of the Meeting, details of the issue of the Options will be published in the Company’s 2025 Annual Report along with a statement that approval for the issue was obtained under Listing Rule 10.14. Further, any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of options under the Plan after this Resolution is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

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• k) No loan will be made to fund the exercise price of the Options.

• l) A summary of the Plan is provided below.

Terms of the Plan

(a) General

The Plan is intended to encourage participation by Eligible Employees in the Company through Share ownership to attract, motivate and retain Eligible Employees. Under the Plan, the Board has the discretion to grant options to Eligible Employees of the Company or a related body corporate. Options give a participant in the Plan a right to acquire shares in the Company subject to the achievement of time-based vesting conditions, with options requiring the payment of an exercise price to acquire the shares. The Board has the discretion to amend the rules of the Plan but not so as to reduce the rights of participants, except where necessary to correct obvious errors or mistakes or to comply with legal requirements or where agreed by the participant.

Awards under the Plan are made at the Board's discretion.

(b) Eligibility

The rules allow for offers under the Plan to be made to Eligible Employees by the Company and whom the Board determines is eligible to participate in the Plan.

(c) Issue of options

Options and performance rights may be issued under the Plan subject to conditions on the right of an Eligible Employee to exercise options including performance related conditions.

No amount is payable on the grant of options.

(d) Delivery of shares

On exercise of options, the Company may deliver shares by new issue or by purchasing shares for transfer to participants.

(e) Plan limits

Any offer of options must not result in the number of Shares that have been or may be issued in any of the circumstances covered by the following paragraphs exceeding 5% of the total number of shares in that class on issue:

• (i) Shares that may be issued under the offer; and

• (ii) Shares that may be issued as a result of offers made at any time during the previous 3-year period under an employee incentive scheme or an ASIC exempt arrangement of a similar kind to an employee incentive scheme.

(f) Hedging economic exposure prohibited

Without limiting the prohibitions in Part 2D.7 of the Corporations Act (ban on hedging remuneration of key management personnel), the terms of the Plan prohibit entering into transactions or arrangements which limit the economic risk of participating in unvested options under the Plan.

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Jeremy Steele or any of his associates.

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

• A person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance

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with directions given to the proxy or attorney to vote on the resolution in that way; or

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4: Ratification of issue of options on 13 May 2024

Background

On 13 May 2024, the Company engaged Lynx Advisors Pty Ltd ( Lynx ) to provide corporate advisory services pursuant to an advisor agreement ( Advisor Agreement ) for a period of one year. The material terms of the Advisor Agreement are:

• Lynx will provide a broad range of corporate advisory services including capital raising, preparation of research notes, networking with potential investors and strategic advice;

• Lynx will receive a monthly fee in cash; and

• Lynx will be issued with 2 million options ( Advisor Options ). Of the Advisor Options, 1 million will each convert to a Share in the Company on payment of the exercise price of 10c. The balance of 1 million Advisor Options will each convert to a Share in the Company on payment of the exercise price of 15c. All Advisor Options have an expiry date of two years after issue.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Advisor Options.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 4 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (13 May 2024).

If Resolution 4 is not passed, the issue 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 under that rule over the 12-month period following the issue date (13 May 2024).

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars:

The number of Advisor Options issued	2,000,000

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Issue price per Advisor Option	The Advisor Options were issued for 0.01c each.
Terms of Advisor Options	The Advisor Options will convert to fully paid ordinary Shares in the Company upon request by the holder of the Advisor Options as follows: a) 1,000,000 will each convert on payment of 10c; and b) 1,000,000 will each convert on payment of 15c. There are no further conditions to be satisfied to exercise the Advisor Options.
Expiry date	The Advisor Options will expire on 13 May 2026 if not exercised beforehand.
Persons to whom Advisor Options were issued	Lynx Advisors Pty Ltd.
Use of funds raised	The funds raised on issue and exercise of the Advisor Options will be used for working capital purposes.

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by Lynx Advisors Pty Ltd or any associates of Lynx Advisors Pty Ltd. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5: Ratification of issue of 27,157,209 shares on 27 May 2024

Background

On 27 May 2024, the Company issued 27,157,209 Shares at an issue price of 4.3c per share by way of a private placement ( Placement ). The Placement was managed by Lynx pursuant to a placement agreement ( Placement Agreement ). The Shares were issued pursuant to the Company’s capacity under ASX Listing Rules 7.1 and 7.1A.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 27,157,209 Shares.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

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ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 5 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (27 May 2024).

If Resolution 5 is not passed, the issue 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 under that rule over the 12-month period following the issue date (27 May 2024).

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars on the allotment and issue:

The number of securities issued	27,157,209 Shares
Issue price per security	The Shares were issued for 4.3c per share.
Terms of security	The Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally with all existing Shares on issue.
Persons whom securities were issued or basis of issue	A range of investors who were identified by Lynx to be the recipients of the Placement. A total of 408,838 Shares were issued to Lynx and its associates. No Shares were allotted to any related party of CBL or key management personnel or their associates. A substantial shareholder, Nightingale Partners Pty Limited, was issued with 2,906,970 Shares.
Use of funds raised	The funds raised on issue of the Shares were used for working capital.

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by Lynx Advisors Pty Limited, a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 6: Ratification of issue of 1,448,037 shares on 27 May 2024

Background

As set out in Resolution 5, on 27 May 2024, the Company issued 27,157,209 ordinary fully paid shares at an issue price of $0.043 per pursuant by way of the Placement managed by Lynx. The Shares were issued pursuant to the Company’s capacity under ASX Listing Rules 7.1 and 7.1A.

Lynx was the manager of the Placement pursuant to the Placement Agreement, the material terms of which were as follows:

• Lynx was appointed as the Lead Manager of the Placement.

• Fees payable to Lynx were 6% of the amount raised in the Placement with $62,265.59 payable in shares at an issue price of 4.3c, being identical to the issue price of the Shares issued under the Placement.

• Fees payable to Lynx in excess of $62,265.59 were payable in cash.

• Lynx to be issued with 500,000 options with an exercise price of 10c per share and an expiry date of three years after issue.

Pursuant to the Placement Agreement, 1,448,037 Shares were issued to Lynx. Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,448,037 Shares.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 6 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (18 May 2024).

If Resolution 6 is not passed, the issue 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 under that rule over the 12-month period following the issue date (18 May 2024).

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars on the allotment and issue:

The number of securities issued	1,448,037 Shares
Issue price per security	The Shares were issued for a deemed price 4.3c per share.
Terms of security	The Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally with all existing Shares on issue.

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Persons whom securities were issued or basis of issue	Lynx Advisors Pty Limited
Use of funds raised	No funds were raised on issue of the Shares.

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by Lynx Advisors Pty Ltd or any associates of Lynx Advisors Pty Ltd. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7: Ratification of issue of 500,000 options on 27 May 2024

As set out in Resolution 5, on 27 May 2024, the Company issued 27,157,209 Shares at an issue price of 4.3c per share by way of the Placement managed by Lynx.

Lynx was the manager of the Placement, appointed pursuant to the Placement Agreement. The material terms of the Placement Agreement are set out above in relation to Resolution 5 and include the part-payment of fees to Lynx by the issue of 500,000 options ( Placement Options ). Each Placement Option will convert to a Share in the Company on payment of the exercise price of 10c. The Options have an expiry date of three years after issue.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Options.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 7 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (27 May 2024).

If Resolution 7 is not passed, the issue 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 under that rule over the 12-month period following the issue date (27 May 2024).

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Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars:

The number of Options issued	500,000 options
Issue price per Option	The Options were issued for 0.01c per Option.
Terms of Options	The Options will convert to fully paid ordinary Shares in the Company on request by the holder of the Options and on payment of 10c per Share. There are no further conditions to be satisfied to exercise the Options.
Expiry date	The Options will expire on 27 May 2027 if not exercised beforehand.
Persons to whom Options were issue	Lynx Advisors Pty Limited
Use of funds raised	The funds raised on issue and exercise of the Options will be used for working capital purposes.

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by Lynx Advisors Pty Ltd or any associates of Lynx Advisors Pty Ltd. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8: Ratification of issue of 10,000,000 shares on 15 August 2024

Background

On 15 August 2024, the Company issued 10,000,000 Shares at an issue price of 5.25c per share by way of a private placement to North Star Pty Limited ( NS Placement ). The Shares were issued pursuant to the Company’s capacity under ASX Listing Rules 7.1A.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 10,000,000 Shares.

The NS Placement was lead managed by Lynx pursuant to a placement agreement. The Company agreed to pay the following consideration to Lynx as lead manager:

• 6% in cash of the amount raised.

• Issue of 250,000 options at an issue price of 0.1c per Option with an exercise price of 10c per share and an expiry date of three years after issue.

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Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 10,000,000 Shares.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 8 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (15 August 2024).

If Resolution 8 is not passed, the issue 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 under that rule over the 12-month period following the issue date (15 August 2024).

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars on the allotment and issue:

The number of securities issued	10,000,000 Shares
Issue price per security	The Shares were issued at 5.25c per share.
Terms of security	The Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally with all existing Shares on issue.
Persons whom securities were issued or basis of issue	North Star Pty Limited
Use of funds raised	Funds raised were used for working capital.

Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by North Star Pty Ltd or any associates of North Star Pty Ltd. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 9: Approval of issue of 250,000 options to Lynx Advisors

Background

As set out in Resolution 8, on 2 August 2024, the Company issued 10,000,000 Shares at an issue price of 5.25c per share by way of the Placement managed by Lynx.

Lynx was the manager of the Placement. The material terms of the Lynx engagement are set out above in relation to Resolution 8 and include the issue of 250,000 options ( NS Placement Options ). Each NS Placement Option will convert to a Share in the Company on payment of the exercise price of 10c. The Options have an expiry date of three years after issue.

Resolution 9 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Options.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

If Resolution 9 is passed, the issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date (5 August 2024).

If Resolution 9 is not passed, the issue 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 under that rule over the 12-month period following the issue date (5 August 2024).

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars:

The number of Options issued	250,000 options
Issue price per Option	The Options were issued for 0.01c per Option.
Terms of Options	The Options will convert to fully paid ordinary Shares in the Company on request by the holder of the Options and on payment of 10c per Share. There are no further conditions to be satisfied to exercise the Options.
Expiry date	The Options will expire on 11 October 2027 if not exercised beforehand.
Persons to whom Options were issue	Lynx Advisors Pty Limited.
Use of funds raised	The funds raised on issue and exercise of the Options will be used for working capital purposes.

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Voting exclusion statement

The Company will disregard any votes cast in favour of this resolution by Lynx or any associates of Lynx. However, this does not apply to a vote cast in favour of a resolution by:

• A person as 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

• 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

• A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 10: Additional Share Issue Capacity under Listing Rule 7.1A

ASX Listing Rule 7.1A enables small to mid-cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary shares on issue by way of placements over a 12-month period (10% Placement Facility) . This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM:

• a) it has a market capitalisation of $300 million or less; and

• b) it is not included in the S&P/ASX 300 Index.

The Company currently satisfies both the above criteria, and it is anticipated that it will also satisfy both these criteria at the date of the Meeting. Any equity securities issued under ASX Listing Rule 7.1A must be in an existing quoted class of securities. The Company has only one quoted class of equity securities on issue, being ordinary shares.

Accordingly, Resolution 10 seeks Shareholder approval by special resolution for the issue of such number of ordinary shares as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3, to such persons as the Board may determine, on the terms as described in this Explanatory Statement, which forms part of the Notice of Meeting.

At the date of this Notice, the Company has on issue 209,286,776 ordinary shares. If Resolution 10 is approved the Company will have the capacity to issue:

• (i) 31,393,016 ordinary shares under ASX Listing Rule 7.1; and

• (ii) 20,928,677 ordinary shares under ASX Listing Rule 7.1A.

In addition to issues under rule 7.1, an eligible entity which has obtained the approval of the holders of its ordinary securities under this rule 7.1A may, during the period of the approval, issue or agree to issue a number of equity securities calculated in accordance with the following formula:

(A × D)- E

where:

• A = the number of shares on issue 12 months before the date of issue or agreement: a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2; b) plus the number of partly paid shares that became fully paid in the 12 months:

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c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval:

• D =

• d) less the number of fully paid shares cancelled in the 12 months. 10%;

• E = the number of equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4; and

• “relevant period” has the same meaning as in rule 7.1.”

The effect of Resolution 10 will be to allow the Directors to issue the ordinary shares under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Information required by ASX Listing Rule 7.3A

For the purposes of ASX Listing Rule 7.3A, the following information is provided:

• The minimum price at which the ordinary shares will be issued will be no less than 75% of the volume weighted average market price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before:

• a) the date on which the price at which the ordinary shares are to be issued is agreed; or

• b) if the ordinary shares are not issued within ten trading days of the date in paragraph (a), the date on which the ordinary shares are issued.

• If Resolution 10 is approved by Shareholders and the Company issues ordinary shares under the 10% Placement Facility, the existing Shareholders face the risk of economic and voting dilution as a result of the issue of ordinary shares which are the subject of this Resolution, to the extent that such ordinary shares are issued, including:

• a) the market price of ordinary shares may be significantly lower on the issue date than on the date on which this approval is being sought; and

• b) the ordinary shares may be issued at a price that is at a discount to the market price for those ordinary shares on the issue date, or the ordinary shares may be issued as part consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the ordinary shares.

• The following table gives examples of the potential dilution of existing ordinary shareholders on the basis of the current market price of ordinary shares and the current number of ordinary shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice. The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary shares the Company has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares 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 ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the closing price of the shares, being 9.5c, on the ASX on 21 August 2024.

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No. of Shares on Issue1		Dilution	Dilution
	Issue price (per Share)	4.75c 50% decrease in Issue Price	9.5c Issue Price	19c 100% increase in Issue Price
209,286,776 (Current)	Shares issued	20,928,678	20,928,678	20,928,678
	Funds raised	$994,112	$1,988,224	$3,976,449
313,930,164 (50% increase)	Shares issued	31,393,016	31,393,016	31,393,016
	Funds raised	$1,491,168	$2,982,337	$5,964,673
418,573,552 (100% increase)	Shares issued	41,857,355	41,857,355	41,857,355
	Funds raised	$1,988,224	$3,976,449	$7,952,897

The table has been prepared on the following assumptions:

• (i) Resolutions 3-9 are approved.

• (ii) The Company issues the maximum number of ordinary shares available under the 10% Placement Facility in Listing Rule 7.1A.

• (iii) No options over ordinary shares are exercised before the date of issue of ordinary shares under Listing Rule 7.1A.

• (iv) 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 Meeting.

• (v) The table shows only the effect of issues of ordinary shares under ASX Listing Rule 7.1A, not under the 15% placement capacity available under ASX Listing Rule 7.1.

• (vi) The Issue Price is $0.076, being the trading price of the ordinary shares on ASX on 15 August 2024.

• If any of the ordinary shares being approved by this resolution are issued, they will be issued during the Placement Period, that is, within 12 months of the date the AGM, i.e by 11 October 2025, and the approval being sought by this resolution will cease to be valid if Shareholders approve a transaction under ASX Listing Rules 11.1.2 or 11.2 prior to 11 October 2025.

• The minimum price at which ordinary shares will be issued will be no less than 75% of the volume weighted average market price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before

• (a) the date on which the price at which the ordinary shares are to be issued is agreed; or (b) if the ordinary shares are not issued within 10 trading days of the date in paragraph (a), the date on which the ordinary shares are issued.

• The funds raised from the issue of the ordinary shares will be used for the purpose of working capital for the Company and establishing and consolidating new sales, distribution and licensing opportunities for the Company’s range of products and services for the benefit of all Shareholders.

• The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 upon issue of any ordinary shares.

• 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 any ordinary shares that may be issued (subject to Shareholder approval of Resolution 10) have not been determined as at the date of this Notice, but may include existing Shareholders as well as new Shareholders who are not related parties or associates of the Company. Any potential allottees will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

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• the methods of raising funds that are available to the Company and balancing interest from potential allottees with the interests of existing Shareholders;

• the effect of the issue of the ordinary shares on the control of the Company. Allocation will be subject to takeover thresholds;

• the financial situation and solvency of the Company and its projected need for working capital at any given time; and

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

The Company has issued equity securities under Listing Rule 7.1A.2 in the 12 months preceding the 2024 AGM as follows:

Date of issue	Persons to whom issued	Number of ordinary shares issued	Issue price and the discount to closing market price on date of issue	Cash received and expenditure
27 May 2024	Investors identified by the lead manager to the issue, Lynx Advisors Pty Ltd	5,503,017 representing 5.37% of the shares on issue 12 months prior to the 2024 AGM.	Issue price of 4.3c, being a discount of 0.5c to the closing price on 24 May 2024 of 4.8c	$236,629 was received which has been fully utilised for working capital
15 August 2024	NorthStar Impact Funds	10,000,000 representing 9.76% of the shares on issue 12 months prior to the 2024 AGM.	Issue price of 5.25c, being a discount of 0.25c to the closing price on 30 July 2024, being the date of the placement agreement	$525,000 was received, no amount of those funds has yet been spent. The funds will be used for working capital.

Resolution 10 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by shareholders entitled to vote on Resolution 10 must be in favour of the resolution.

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of a person who is expected to participate in, or 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 any associates of such a person. However, this does not apply to a vote cast in favour of Resolution 9 by a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or 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 a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the resolution; and

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

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Definitions and Interpretation

In the Notice and this Explanatory Statement, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

Associate has the meaning given in Listing Rule 19.12.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Chairperson means the person appointed to Chairperson the Meeting, or any part of the Meeting, convened by the Notice.

Company means Control Bionics Limited ACN 115 465 462.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement that forms part of the Notice.

Listing Rules means the Listing Rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the notice of Meeting that comprises of the notice, agenda, Explanatory Statement and Proxy Form.

Ordinary Resolution means a resolution which is passed if more than 50% of the votes cast by Shareholders present and eligible to vote at the Meeting (whether in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) are in favour of it.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Section means a section of this Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Special Resolution means a resolution which is passed if more than 75% of the votes cast by Shareholders present and eligible to vote at the Meeting (whether in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) are in favour of it.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Control Bionics Limited | ABN 45 115 465 462

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Your proxy voting instruction must be received by 09.00am (AEDT) on Tuesday, 08 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting 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: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Control Bionics Limited, to be held at 09.00am (AEDT) on Thursday, 10 October 2024 at Level 11, 66 Clarence Street, Sydney, NSW hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	Resolutions	For	Against Abstain	Against Abstain
1	Remuneration Report
2	Re-elect Damian Lismore as a Director
3	Approval of issue of Options to Managing Director
4	Ratification of issue of options on 13 May 2024
5	Ratification of issue of 27,157,209 shares on 27 May 2024
6	Ratification of issue of 1,448,037 shares on 27 May 2024
7	Ratification of issue of 500,000 options on 27 May 2024
8	Ratification of issue of 10,000,000 shares on 15 August 2024
9	Approval of issue of Options to Lynx Advisors
10	Additional Share Issue Capacity under Listing Rule 7.1A
Please	note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on		a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual					or Securityholder 1																	Securityholder 2														Securityholder 3
	Sole Director and Sole Company Secretary																								Director										Director / Company Secretary
Contact Name:
Email		Address:
Contact Daytime Telephone																														Date (DD/MM/YY)
																																			/						/
By providing			your		email address, you elect to												receive all					communications despatched by the Company electronically (where legally permissible).