ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED — M&A Activity 2026

Jan 11, 2026

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ACQUISTION OF MARSS

EXECUTIVE SUMMARY

Acquisition of MARSS transforms EOS into an integrated counter-drone systems provider

• → Established in 2006, MARSS is a Europe-based defence and security technology provider focused on surveillance, sensor fusion technology and integrated Command & Control (C2) systems , which are critical for effectively countering drones

• → MARSS’ proprietary NiDAR C2 technology provides advanced AI-enabled decision-making and sensor-effector orchestration to rapidly counter asymmetric drone threats

• → The acquisition of the MARSS business perimeter includes the NiDAR C2 technology, sensor fusion and AI software platform and hardware offering, along with associated customer contracts, intellectual property and personnel

• → Creates an end-to-end counter-drone solution - Detect → Identify → Decide → Defeat - allowing EOS to compete for larger, higher value programs as a Prime Contractor

• → Expands EOS’ geographic footprint and broadens its end market presence , with scope to leverage MARSS’ extensive defence, homeland security and civil relationships

• → EOS plans to embed the AI-enabled NiDAR technology into its existing remote weapon system product range , providing the client’s vehicle fleet with meshed hemispherical coverage against drone attacks – a new feature in today’s market

• → Transaction structured as an upfront cash payment of US$36m (~A$54m); plus contingent consideration of up to €100m (~A$174m) in the form of performance rights tied to new MARSS orders, payable in a combination of cash (capped at €20m) and/or EOS shares

• → Acquisition cash consideration to be primarily funded from existing cash reserves and anticipated to be broadly neutral for earnings and operating cash flow in 2026

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EXECUTIVE SUMMARY CONT'D

MARSS’ NiDAR C2 technology acts as the “brain” that integrates sensors and effectors. Sensors (eyes / ears) → → perceive the threat NiDAR C2 (brain) interprets sensor data, orchestrates the response effectors (hands / voice) carry out the action

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New capability from MARSS
Sensor Systems C2 Systems Effector Systems
Electro Optical Infra-Red (EO/IR) Common Operational Picture (COP) Cannons
Radar Detect Identity Destroy High Energy Laser
RF Decision Support Algorithms / AI Rocket / Missile
Acoustic Interceptor Drones
Nets
Analytics
EMP
Jamming & Spoofing
Domain
Expertise
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Existing EOS capability

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EXECUTIVE SUMMARY CONT'D

Drone swarms are reshaping the threat landscape. NiDAR’s advanced C2 platform enables automated, integrated defence for military and civil environments, fusing sensors and effectors to defeat swarms

The Swarm Challenge

• → Low-cost and adaptable : Drone swarms are proliferating, giving militaries a flexible and potentially decisive battlefield capability

• → Cognitive overload : Defending against fast, unpredictable swarms places an unsustainable burden on human operators

• → Overwhelming force : Swarms enable attackers to saturate and breach traditional defence systems

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The NiDAR Solution

• → AI-driven autonomy : NiDAR enables coordinated, automated defence against complex threats

• → Sensor–effector fusion : Integrates detection and countermeasures for rapid response

• → Machine-speed decisions : Automates threat assessment and action in real time

• → Scalable protection : Adapts to evolving swarm tactics and existing platforms

• → Continuous learning : Improves resilience through AI-driven adaptation

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EXECUTIVE SUMMARY CONT'D

→ EOS to acquire the business of MARSS, a Europe-based provider of C2 systems for counter-drone use TRANSACTION OVERVIEW → Asset purchase of MARSS IP, technology and customer contracts; transfer of MARSS’ management and staff → Performance-linked consideration structure: → Upfront cash of US$36m (~A$54m); plus → Potential earnout amount of €20m for each €100m (or part thereof) of certain new MARSS third party PRICE contract orders within the earnout period, capped at €100m (~A$174m). The earnout is payable in a combination of cash, capped at €20m (~A$35m), and EOS shares which will vest based on an agreed share price of €4.25 or A$7.40 (25-day VWAP). The earnout period begins on 11 January 2026 and ends on the earlier of 12 months from completion or 31 May 2027 → Acquisition to be funded from existing cash reserves (approximately $107m at 31 December 2025) and the ACQUISITION FUNDING issuance of performance rights to vendors, which may vest into EOS shares under the earnout agreement, using EOS’ existing placement capacity under ASX Listing Rule 7.1 → In addition, EOS has secured a new committed $100m two year term loan facility, exercisable at EOS’ option NEW COMMITTED OPTIONAL LOAN FACILITY → The facility is intended to be available as required to support growth and provide liquidity buffers, including working capital, across the expanded business and if required to support payments for the acquisition of MARSS → Completion is subject to standard conditions, including required customer, regulatory and export approvals TIMING → Completion expected during 2026, subject to customer, regulator and other approvals

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COMPELLING STRATEGIC RATIONALE

eos-aus.com

COMPELLING STRATEGIC RATIONALE – CAPABILITY & TECHNOLOGY

The MARSS acquisition accelerates EOS’ strategy to extend its counter-drone capability

Closing the capability gap caused by the evolving threat environment

• → Drone and drone-swarm threats continue to rapidly outpacing existing countermeasures, necessitating advanced AI-enabled C2 solutions such as NiDAR

Proven, world class technology

• → MARSS brings EOS a proven, world-class C2 and component fusion software capability, together with associated IP and people

• → Accelerates EOS’ offerings across detection, decision support and engagement

• → Delivers fielded, operational and battle provenC2 and autonomy capability without a risky multi-year internal development program

NiDAR EXAMPLE – AI OBJECT CLASSIFICATION

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COMPELLING STRATEGIC RATIONALE – MARKETS & GROWTH

By adding world-class C2 capabilities, EOS has the opportunity to significantly expand its customer relationships

Moving EOS up the value chain, with stronger tender positioning and cross sell capability

• → Positions EOS as an integrator of counter drone and autonomous systems, combining sensors, C2, AI, and effectors, rather than simply a component supplier

Enhanced go-to-market proposition

• → EOS’ reputation, program delivery discipline and financial strength are anticipated to significantly improve conversion of MARSS’ opportunities into contracted wins

Expanded international footprint

• → Expands EOS’ European operations, including France and the United Kingdom, adds delivery, sustainment and customer facing capability, and consolidates EOS’ position in the Middle East, supporting priority defence market growth and AUKUS aligned opportunities

Wider end market access

• → Increases EOS’ capability to serve non-military markets, including homeland security and civil market demand for counter-drone solutions

Future development opportunities

• → Addition of a significant number of technology and product development experts will allow EOS to be at the forefront of advances in counterdrone systems as the threat environment continues to evolve

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A GLOBAL INTEGRATED DEFENCE TECHNOLOGY COMPANY

With the addition of MARSS, EOS is becoming a truly global integrated defence technology company

EOS and MARSS create a combined entity which:

Delivers complementary capabilities

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HQ and key
engineering hub
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• → EOS proven effectors integrated with MARSS AI, sensor-fusion and C2 software

Offers integrated, modular solutions

• → Deployable as software-only, hardware-only, or fully integrated systems across fixed, mobile, and expeditionary environments

Expands global reach and customer access

• → Leverages EOS and MARSS footprints across APAC, EMEA and North America

Strengthens scale, competitiveness and talent

• → Unified technology stack

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High Energy Laser Corporate HQ
(HEL) innovation
centre
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• → Post completion EOS will have over 500 team members, with operations and capability across Australia, the UK, Europe and the Middle East, including over 40 software engineers

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Existing EOS locations MARSS locations
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THE DRONE THREAT: CHEAPER, SMARTER, FASTER, DEADLIER

The threat posed by drones is increasing rapidly and is only expected to accelerate

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DRONE ATTACKS POSE KEY CHALLENGES FOR DEFENCE FORCES
LOW COST AGILE SWARMS AUTONOMY HARDENING
GROUP I/II/III DRONES GROUP I/II/III DRONES GROUP IV DRONES MISSILES HYPERSONICS
MILITARY CIVILIAN
DRONE DEFENCE SYSTEMS NEED TO MEET CERTAIN CRITICAL REQUIREMENTS
ACCURATE ECONOMICAL LAYERED COORDINATED
THREATS
TARGETS
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Electro Optic Systems

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EFFECTIVE COUNTER-DRONE STRATEGIES REQUIRE A LAYERED RESPONSE EOS has a wide range of effectors for a multi-layered counter-drone defence system

	1 KM	2 KM	3 KM	4 KM	5 KM	6 KM	7 KM	8	KM	9 KM	10	KM
WEAPON / RANGE
Electronic
Warfare (EW)
EOS CURRENT FOCUS
Remote
Weapon System
Interceptor
Drone
High Energy Laser
Weapon 50-150kW
APKWS on RWS
(Rocket)
SHORAD
Missile
	KEY			Range		Effectiveness				Acquisition Cost
	CRITERIA			Accuracy		Cost per Drone Kill				Operating Cost

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C2: ORCHESTRATING COMPLEXITY INTO DECISIVE ACTION

NiDAR C2 is the mission brain – transforming fragmented sensors and effectors into a unified, rapid-response network to defeat complex threats

• → C2 refers to the means by which military and security forces exercise authority, make decisions, and direct operations in real time

• → Modern C2 combines physical command structures with a digital layer that connects decision-makers to the operational environment. This digital layer integrates data from multiple sensors and platforms — such as radars, cameras, and unmanned systems — into a single operational picture, enabling rapid threat assessment and coordinated tasking of assets

• → The importance of C2 has increased markedly as the drone threat evolves from isolated systems to coordinated, autonomous, and swarm-based attacks. The speed, scale, and complexity of these threats exceed human capacity to manage manually, making AIenabled C2 essential for data fusion, threat prioritisation, and effective human decision-making

• → MARSS’s NiDAR platform functions as the central C2 layer. NiDAR integrates multiple systems, correlates threats, and orchestrates coordinated responses across domains, delivering faster detection, decision-making, and action through a single interface

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Monitor - Monitor Sense - Fuse data from
outcomes and re-task diverse sensors to
in a continuous create real-time
decision loop situational awareness
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NiDAR C2 integrates sensors and effectors to shorten decision cycles and increase mission effectiveness

Direct - Direct and Decide - Assess, decide coordinate effectors and prioritise and units across responses (rules/AI domains with human oversight)

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MARSS OVERVIEW

MARSS is a global defence technology innovator

NiDAR C4i EXAMPLE – CENTRALISED C2

Overview

• → Established in 2006, MARSS is a global defence and security technology provider of C2 systems, primarily for counter-drone use

• → MARSS’ systems integrate data from multiple sensors to provide real time situational awareness, threat detection and automated response across multi-domain environments

• → Well established track record with 60+ deployments worldwide

• → ~80 team members, primarily located across EMEA

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Core Technology Platform

• → MARSS has a proprietary, hybrid-intelligence, Internet-of-Things (“IoT”) platform, NiDAR, which fuses data from multiple sensors (radar, EO/IR, RF) to deliver complete situational awareness across domains

• → NiDAR enables automated detection, classification, and decision support, reducing overall time from detection to effect

• → Designed to be sensor and effectors agnostic, interoperable with broad suite of vendor offerings

NiDAR EXAMPLE – AI RADAR CLASSIFICATION

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NiDAR PLATFORM

The NiDAR platform is the centrepiece of MARSS’ product suite

NiDAR

• → NiDAR is an AI-powered, IoT platform at the heart of all MARSS’ solutions

• → Open architecture software stack that provides comprehensive datafusion and system-of-systems integration capability

• → Fully deployable across existing and new platforms, with access via fixed and mobile command centres delivering NiDAR’s full operational capability wherever and whenever operators require

Key features

• → Hybrid intelligence combining AI and other solutions to maximise situational awareness

• → Fuses multiple sensors and countermeasures into a single intuitive platform

• → Fully modular and sensor agnostic

• → Multi-domain – air, land, sea and sub-surface

• → Seamless integration into other security and defence systems

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→ NiDAR integrates sensors to track
LONG-RANGE
objects across land, sea and air with
DETECTION live views and precise diagnostics
→ NiDAR classifies and prioritises
threats, minimises false alarms, and
SMART
predicts outcomes in real time
SURVEILLANCE
→ NiDAR’s proprietary AI analyses
behaviour patterns, video, RF signals
ADVANCED AI
and historical data for accurate ID
ANALYSIS
→ NiDAR’s intuitive UI links to
countermeasures – RF/GPS
DECISIVE
jamming, kinetic (including EOS’
ACTION Slinger, HEL and Interceptor) options
– for rapid threat elimination
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NiDAR PRODUCT OFFERING

MARSS has developed a suite of NiDAR-based C2 solutions for varying customer needs and threat environments, supported by flexible hardware deployment options

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Nationwide central C2 solution

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Multi-domain (air, land, surface, underwater) site-based C2 solution

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Fully automated CUAS C2 solution
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Fixed and mobile hardware to support deployment of NiDAR C2 solutions

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NiDAR DELIVERS LAYERED AGNOSTIC PROTECTION

NiDAR’s sophisticated technology integrates sensors and effectors to detect, verify and deny

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NiDAR DELIVERS LAYERED AGNOSTIC PROTECTION CONT’D

NiDAR CUAS significantly increases the speed and efficiency with which military and security operators can detect, verify, track, and counter UAS threats

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Units protected by
NiDAR CUAS
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EOS + MARSS CUAS CASE STUDY

Illustrative customer deployment configuration for networked area CUAS protection

Deployment Configuration

• → 1 x NiDAR X Terra vehicle with EOS and 3[rd] party sensors

• → 4 x hard kill vehicles configured with EOS RWS

• → Ongoing support and maintenance services

EOS+MARSS Key Advantages

• → Intuitive UI, AI-driven threat classification with NiDAR C2 software

• → Sensor and effector agnostic architecture

• → Direct slew-to-cue from NiDAR to EOS effectors

• → Layered CUAS protection solution tailored to customer needs

How EOS+MARSS Protects the Assets

• → Radar detects threat cueing EO/IR camera for continuous tracking.

• → NiDAR AI classifies the target as a threat and alerts the operator.

• → Recognition and confirmation through EO/IR camera

• → Soft kill effectors neutralise the threat through layered defence

• → A final hard kill layer will defeat any remaining threat

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Long range detectiong range detection range detectionge detectione detection
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Long range detectiong range detection range detectionge detectione detection Mid range recognition
Hard Kill Vehicle with EOS RWS
NiDAR X Terra
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Hard Kill Neutralisation

Soft Kill Neutralisation

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EOS + MARSS CUAS CASE STUDY CONT’D

Illustrative customer deployment configuration for networked area detect and defeat

NiDAR X Terra

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EOS EO/IR
3 [rd] Party RF
Capability
Sensor/Effector
3 [rd] Party
MARSS
Radar
NiDAR C2
Platform
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Hard Kill Vehicle with EOS RWS

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EOS R400
RWS
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Other EOS Effectors
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R800 CUAS High Energy Laser Interceptor
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R400 UGV
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ACQUISITION OF MARSS TRANSFORMS EOS INTO AN INTEGRATED COUNTER-DRONE SYSTEMS PROVIDER

→ Closing the capability gap caused by the evolving threat environment

→ Proven, world class technology

• → Moving EOS up the value chain, with stronger tender positioning and cross-sell

→ Enhanced go-to-market proposition

• → Expanded international footprint

• → Wider end-market access

• → Future development opportunities

→ Transaction structured as an upfront cash payment of US$36m (~A$54m); plus contingent consideration of up to €100m (~A$174m) in the form of performance rights tied to new MARSS orders, payable in a combination of cash (capped at €20m) and/or EOS shares

→ Acquisition cash consideration to be primarily funded from existing cash reserves and anticipated to be broadly neutral for earnings and operating cash flow in 2026

Disclaimer and Important Notices

This announcement has been authorised for release to the ASX by the Board of the Company.

CONTENT OF PRESENTATION FOR INFORMATION PURPOSES ONLY

This presentation was prepared as at 12 January 2026 and is based on information available at that time, unless noted otherwise.

Forward-looking Statements

This presentation may contain statements that are, or may be deemed to be, forward-looking statements. Such statements can generally be identified by the use of words such as ‘may’, ‘will’, ‘expect’, ‘intend’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘continue’, ‘objectives’, ‘outlook’, ‘guidance’, ‘forecast’ and similar expressions. Indications of plans, strategies, management objectives, sales and financial performance are also forward-looking statements. Such statements are not guarantees of future performance, and involve known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are outside the control of EOS. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct. Typically, EOS and its subsidiaries (together, the Group) operate in an industry where it can take an extended period of time (including up to, and beyond, twelve months) for opportunities to be converted into signed sales contracts. Readers are cautioned not to place undue reliance on forward-looking statements in this presentation and EOS assumes no obligation to update such statements.

No representation or warranty, expressed or implied, is made as to the accuracy, reliability, adequacy or completeness of the information contained in this presentation.

Past Performance

Past performance information in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Information is Not Advice

This presentation is not, and is not intended to constitute, financial advice, or an offer or an invitation, solicitation or recommendation to acquire or sell EOS shares or any other financial products in any jurisdiction and is not a prospectus, product disclosure statement, disclosure document or other offering document under Australian law or registration statement under the United States Securities Act of 1933 as amended (Securities Act) or any other law. This presentation also does not form the basis of any contract or commitment to sell or apply for securities in EOS or any of its subsidiaries. It is for information purposes only. EOS does not warrant or represent that the information in this presentation is free from errors, omissions or misrepresentations or is suitable for your intended use.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any 'U.S. persons' (as defined in Regulation S under the Securities Act of 1933). No securities have been, nor will be, registered under the Securities Act or any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

The information contained in this presentation has been prepared without taking account of any person’s investment objectives, financial situation or particular needs and nothing contained in this presentation constitutes investment, legal, tax or other advice. The information provided in this presentation may not be suitable for your specific needs and should not be relied upon by you in substitution of you obtaining independent advice. Subject to any terms implied by law and which cannot be excluded, EOS accepts no responsibility for any loss, damage, cost or expense (whether direct or indirect) incurred by you as a result of any error in, omission from or misrepresentation in this presentation.

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Disclaimer and Important Notices

Acquisition risks

The successful implementation of the acquisition of MARSS will depend on a range of factors, including regulatory and other third-party approvals, waivers and consents and other customary conditions precedent. If the conditions are not satisfied or waived or take longer than anticipated to satisfy, completion of the transaction may be deferred or delayed, or may not occur on the current terms or at all. There can be no guarantee that the parties will obtain necessary approvals, waivers and / or consents required to complete the transaction within any particular timeframe, or at all. Accordingly, the Transaction remains subject to completion risk

EOS has undertaken a due diligence process in respect of MARSS, which relied in part on legal, financial, taxation, synergies and operational due diligence on information provided by or on behalf of the vendors. Despite making reasonable efforts, EOS has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it. If any such information provided to, and relied upon by, EOS in its due diligence, and in its preparation of this presentation and other materials given to ASX, proves to be incorrect, incomplete or misleading, or if any of those due diligence enquiries failed to identify potential issues, there is a risk that the actual value of MARSS may be materially different to EOS’ understanding, or the realisable synergies from the transaction will be less than anticipated. There is also a risk that the due diligence conducted has not identified issues that would have been material to the decision to enter into the transaction. A material adverse issue that was not identified prior to entry into the transaction (or an issue that later proves to be more material than first anticipated) could have an adverse impact on the reputation, financial performance or operations of EOS. Due diligence cannot uncover all potential issues or historical non-compliance in relation to MARSS, and reliance has, by necessity, been placed by those undertaking due diligence on the accuracy of information and confirmations provided by the MARSS vendors and their representatives.

Presentation of Information

All financial information has been prepared in accordance with Australian Accounting Standards. Certain financial data included in this presentation is ‘non IFRS financial information’. The Company believes that this non IFRS financial information provides useful insight in measuring the financial performance and condition of EOS. Readers are cautioned not to place undue reliance on any non IFRS financial information including ratios included in this presentation. These measures have not been subject to audit or review.

The financial data in this presentation is provided on a statutory basis but in a non-statutory presentation format (unless otherwise stated).

Currency: all amounts in this presentation are in Australian dollars unless otherwise stated.

Financial years: FY refers to the full year to 31 December, 1H refers to the six months to 30 June, and 2H refers to the six months to 31 December.

Rounding: amounts in this presentation have been rounded to the nearest $0.1m. Any differences between the amounts in this presentation and the financial statements are due to rounding. Totals may not add due to rounding.

Product Development

This presentation includes information about potential future product developments. Users are cautioned that new product development work can take up to five years & more for new products to be developed and launched. Following the initial commercial launch, it can take a further two to three years and more for newly launched products to reach commercial maturity and achieve meaningful sales revenue. There is no guarantee that it will be possible to achieve product development launch dates or meaningful commercial sales from new products.

Third Party Information and Market Data

The views expressed in this presentation contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, reliability, adequacy or completeness of the information. This presentation should not be relied upon as a recommendation or forecast by EOS. Market share information is based on management estimates except where explicitly stated otherwise.

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The information in this presentation is provided in summary form and is therefore not necessarily complete. To the maximum extent permitted by law, EOS and each of its subsidiaries, affiliates, directors, employees, officers, partners, agents and advisers, and any other person involved in the preparation of this presentation disclaim all liability and responsibility (including without limitation, any liability arising from fault or negligence) for any direct or indirect loss or damage which may arise or be suffered through use or reliance on anything contained in, or omitted from, this presentation. EOS accepts no responsibility or obligation to inform you of any matter arising or coming to its notice, after the date of this presentation, which may affect any matter referred to in this presentation. This presentation should be read in conjunction with EOS’ other periodic and continuous disclosure announcements lodged with the ASX.

General Information

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation should be read in conjunction with EOS’s other periodic and continuous disclosure announcements lodged with ASX. The information in this presentation remains subject to change without notice. Circumstances may change and the contents of this presentation may become outdated as a result. EOS may in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation.

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