EMVISION MEDICAL DEVICES LTD

26/10/21

EMVision Medical Devices Ltd ACN 620 388 230 Level 10, 12 Creek Street, Brisbane Qld 4000 02 8667 5337 [email protected]

NOTICE OF ANNUAL GENERAL MEETING

EMVision Medical Devices Limited (ASX: EMV) (“EMVision” or the “Company”) advises of the following documents in relation to the upcoming Annual General Meeting:

Shareholder Letter containing Important Information Regarding the Company’s Upcoming Annual General Meeting
Notice of Annual General Meeting
Proxy Form

For more information contact:

Emma Waldon, Company Secretary [email protected]

[ENDS]

ABN 38 620 388 230

NOTICE OF ANNUAL GENERAL MEETING

TIME : 12.30 pm (AEST) DATE : Thursday, 25 November 2021 PLACE : BDO Office Level 10, 12 Creek Street Brisbane QLD 4000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 14.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions) 4 Explanatory Statement (explaining the proposed Resolutions) 7 Proxy Form Separate

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

Given the current COVID-19 circumstances, restrictions on travel and in the interests of public health and safety of our Shareholders, the Company is not able to allow Shareholders to physically attend the Meeting. Please refer to the information below on how Shareholders can participate in the Meeting.

VOTING BY POLL

All resolutions will be decided on a poll (rather than a show of hands). The poll will be conducted based on votes submitted by proxy and at the Meeting by Shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions below.

VOTING BY PROXY

Shareholders are strongly encouraged to complete a Proxy Form to appoint the Chair of the Meeting as their proxy and to provide specific instructions on how the Shareholder's vote is to be exercised on each item of business. The Chair must follow your instructions. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form.

ONLINE ATTENDANCE AND VOTING VIA WEBINAR

The Meeting will be accessible to all Shareholders via a live webinar, which will allow Shareholders to listen to the Meeting and ask questions. The Meeting Chair will provide instructions as to how questions may be asked by Shareholders during the webinar.

To register and access the Meeting by webinar Shareholders should copy the link below to your web browser and you will be emailed a link to join the Meeting.

https://us02web.zoom.us/webinar/register/WN_JRSVrOM-Rn-ZLDrOT7mOag

Shareholders are encourage to submit questions in advance of the meeting by emailing the questions to [email protected] by no later than Monday 22 November 2021. This will assist in enabling management to prepare appropriate responses to your questions.

Shareholders who do not wish to vote using a Proxy Form and who intend to vote on a poll at the Meeting must email the Company at [email protected] to notify the Company of their intentions and to request a personalised poll form.

Shareholders who wish to vote on a poll at the Meeting will also need to register for the webinar using the link above and access the webinar to attend the Meeting. The Company will send personalised poll forms following the cut-off time for the return of Proxy Forms (i.e. after 12.30 pm (AEST) on Tuesday 23 November 2021) to Shareholders who request them prior to this time.

Personalised poll forms must be completed and returned to the Company after the poll has been called and prior to the close of polling. During the Meeting, the Chair will notify you how and when you are able to complete and return the personalised poll form.

You may still attend the Meeting via the webinar if you have completed a Proxy Form, the person you have appointed as proxy will cast your vote on your behalf.

Please note that if you have previously submitted a Proxy Form and you elect to vote by poll during the Meeting your proxy’s authority to vote will be revoked for any resolutions where you have cast a poll vote.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of the Company.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

To appoint a proxy online, visit www.linkmarketservices.com.au, select ‘Investor Login’ and in the “Single Holding” section enter EMVision Medical Devices Ltd or the ASX code EMV in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

Alternatively, you can appoint a proxy by completing and signing the enclosed proxy form and sending the form to:

(a) by post to Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235; or
(b) by fax to Link Market Services Limited at +61 (2) 9287 0309; or
(c) by hand to Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000.

The deadline for receipt of proxy appointments is 12.30 pm (AEST) on Tuesday, 23 November 2020.

Proxy appointments received later than this time will be invalid.

POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Link Market Services by calling (+61) 1300 554 474 or online at

http://www.linkmarketservices.com.au/corporate/resources/forms.html

N O T I C E O F A N N U AL G E N E R AL M E E TI N G

Notice is given that the Annual General Meeting ( AGM ) of Shareholders of EMVision Medical Devices Ltd will be held at BDO Office, Level 10, 12 Creek Street, Brisbane QLD 4000 at 12.30pm (AEST) on Thursday, 25 November 2021. Registration will open at 12.15 pm (AEST).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 4:00 pm (AEST) on Tuesday, 23 November 2021.

AGENDA

ADOPTION OF ANNUAL REPORT

To receive and consider the Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2021.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Non-Binding Resolution :

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

“To adopt the EMVision Medical Devices Ltd Remuneration Report for the year ended 30 June 2021.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, Resolutions 2 and 3 below, which will be proposed as Ordinary Resolutions :

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TONY KEANE

'That Mr Tony Keane, retires by rotation in accordance with Article 7.3(c) of the Constitution, Listing Rule 14.5 and for all other purposes, and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – JOHN KEEP

'That Mr John Keep, who retires by rotation in accordance with Article 7.3(c) of the Constitution, Listing Rule 14.5 and for all other purposes, and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

“That for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the employee incentive scheme titled EMVision Medical Devices Limited Employee Securities Incentive Plan (“Plan”) and for the issue of Equity Securities under that Plan for a period of 3 years from the date of this Meeting, on the terms and conditions set out in the Explanatory Statement.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as a Special Resolution :

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

“That for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

DATED: 26 October 2021

BY ORDER OF THE BOARD

EMVISION MEDICAL DEVICES LTD EMMA WALDON COMPANY SECRETARY

Voting Prohibition and Voting Exclusion Statements

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 19.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolution 1), voting prohibitions.

In addition, separate voting restrictions apply in respect of Resolution 4 under the ASX Listing Rules, voting exclusions.

What this means for Shareholders : If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) or a Closely Related Party of a member of the KMP as your proxy, please ensure that you direct them how to vote on Resolution 1. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 1.

If you intend to appoint the Chairman of the Meeting as your proxy, you are encouraged to direct him how to vote by marking the boxes for Resolution 1 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote, the Proxy Form authorises him to vote as he decides on Resolution 1 (even though those Resolutions are connected with the remuneration of KMP). The Chairman of the Meeting intends to vote in favour of all Resolutions (where permissible).

The Company will disregard votes cast on Resolutions 1 and 4 by the persons detailed in the below.

Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the KMP, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2020; and
(b) Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or
(b) the person is the Chairman of the Meeting and the appointment of the Chairman as proxy:
i. does not specify the way the proxy is to vote on Resolution 1; and
ii. expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 4 – Approval of Employee Incentive Plan

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 4 by a person who is eligible to participate in the employee incentive scheme.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 – Approval of 10% Placement Capacity

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 5 by:

(a) any 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 Company); or
(b) an associate of those persons.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

E X PL A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on Thursday, 25 November 2021 at 12.30 pm (AEST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

The business of the Meeting will include receipt and consideration of the Company’s Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2021, which are included in EMVision’s Annual Report.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Report, and on the management of EMVision.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on:

the conduct of the audit;
the preparation and content of the Auditor’s Report;
the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and
the independence of the auditor in relation to the conduct of the audit.

Written questions for the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, that is by Thursday, 18 November 2021.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Annual Report. The Remuneration Report details the Company’s remuneration arrangements for the Directors and senior management of the Company.

S250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and not binding on the Company or its Directors.

However, under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the Remuneration Report then:

if comments are made on the Remuneration Report at the Meeting, EMVision’s 2021 Remuneration Report will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and
if, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the 2021 Remuneration Report are against it, EMVision will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting ( EGM ) be called to consider the election of Directors ( Spill Resolution ). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless reelected at that Meeting.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

Board recommendation: The Remuneration Report forms part of the Directors’ Report, which was approved in accordance with a unanimous resolution of the Board. Each Director recommends that Shareholders vote in favour of adopting the Remuneration Report.

3. RE-ELECTION OF DIRECTORS

Constitution

Retirement by rotation

Article 7.3(c) of the Constitution requires that each annual general meeting, one-third of directors for the time being (rounded down to the nearest whole number) shall retire from office. Article 7.3(f) provides that a director who retires under article 7.3(c) is eligible for reelection. This retirement rule does not apply to the managing director.

Retirement as an additional director

Article 7.3(f) of the Company’s Constitution provides that any director appointed by the board as an additional director holds office until the next following annual general meeting and is eligible for re-election at that meeting.

RESOLUTION 2 – RE-ELECTION OF TONY KEANE

Tony Keane seeks re-election in accordance with article 7.3(c) of the Constitution.

Brief Curriculum Vitae of Tony Keane

Non-Executive Director – Independent – appointed 29 June 2018

Experience and expertise

Mr Tony Keane is an experienced business and finance executive and holds a number of independent non-executive director and advisory board roles. Mr Keane also undertakes finance advisory and consultancy assignments for various business clients and previously held numerous roles with a major trading bank principally in business, corporate and institutional banking.

Mr Keane is currently an Independent Non-Executive Director of National Storage Holdings Ltd, the holding company established for National Storage REIT, the first independent, internally managed and fully-integrated owner and operator of self-storage centres listed on the ASX and director of Queensland Symphony Orchestra Holdings Ltd, Queensland's largest performing arts company and only professional symphony orchestra.

Qualifications

Bachelor of Science (Mathematics) degree from University of Adelaide, a Graduate Diploma in Corporate Finance from Swinburne and a Graduate of the Australian Institute of Company Directors

Current directorships of other listed companies

National Storage Holdings Ltd (ASX: NSR)

Former directorships of other listed companies in the last three years

None

Special responsibilities

Chair of Audit & Risk Committee and Member of Remuneration & Nomination Committee.

Board recommendation: The Directors (with Tony Keane abstaining) unanimously recommend the re-election of Tony Keane.

RESOLUTION 3 – RE-ELECTION OF JOHN KEEP

John Keep seeks re-election in accordance with article 7.3(c) of the Constitution.

Brief Curriculum Vitae of John Keep

Non-Executive Director – Not Independent - appointed 1 March 2018

Experience and expertise

Mr John Keep has extensive public company board experience as well as senior management experience in the healthcare and hospitality sectors including managing start up enterprises and medical diagnostic companies. Mr Keep led the successful restructuring and revitalization of the radiology company Queensland Diagnostic Imaging, Queensland's leading private radiology and diagnostic imaging group and at Lemarne Healthcare, a company specialising in the detection and treatment of skin cancer. Mr Keep is a director of Queensland Symphony Orchestra Holdings Ltd and a member of that company's Finance Audit and Risk Committee.

Mr Keep is not an independent Director as a result of having been an Executive Director within the last three years.

Qualifications

Bachelor Degree (Economics and Financial Studies Major) from Macquarie University.

Current directorships of other listed companies

None

Former directorships of other listed companies in the last three years

None

Special responsibilities

Member of Audit & Risk Committee

Board recommendation: The Directors (with John Keep abstaining) unanimously recommend the re-election of John Keep.

4. RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

Background

The Company's Employee Securities Incentive Plan (Plan) was disclosed on the ASX on 11 December 2018 as part of the Company’s pre quotation disclosures and a summary of the terms of the Plan is set out in Schedule 1.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Equity Securities under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

As at the date of this Notice, the Company proposes to issue a maximum of 15,000,000 equity securities under the Plan within the three year period following approval of this Resolution. It is however noted that this maximum number is not intended to be a prediction of the actual number of equity securities to be issued under the Plan, but is instead a ceiling for the purposes of ASX Listing Rule 7.2 Exception 13(b).

ASX Listing Rules 7.1 and 7.1A

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 7.1A provides an eligible entity may issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity's annual general meeting.

ASX Listing Rule 7.2

ASX Listing Rule 7.2 (Exception 13(b)) sets out an exception to ASX Listing Rules 7.1 and 7.1A which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rules 7.1 and 7.1A.

If Resolution 4 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue securities using its placement capacities and without Shareholder approval.

In the event that Shareholders do not approve Resolution 4, the Company will not be able to issue equity securities to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without seeking Shareholder approval in any 12 month period.

The number of securities issued under the Employee Incentive Plan since it was disclosed on the ASX on 11 December 2018 as part of the Company’s pre quotation disclosures are:

Type	Number	Exercise Price	Expiry Date
Options	400,000	$0.57	1-Jul-2022
Options	1,000,000	$1.25	6-May-2023
Options	400,000	$1.90	1-Sep-2023
Options	700,000	$3.95	29-Sep-2023
Options	200,000	$4.50	1-Feb-2024
Options	750,000	$4.45	20-Oct-2024
Total	3,450,000

Shareholder approval

Shareholder approval is sought for the adoption of the Plan in accordance with ASX Listing Rule 7.2 (Exception 13(b)).

Any future issues of Shares under the Plan to a related party or a person whose relation with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of the approval of the Employee Securities Incentive Plan .

5. RESOLUTIONS 5 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes and as at the date of this Notice has a market capitalisation of approximately $211,980,914.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 5.2(c) below).

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

5.2 ASX Listing Rule 7.1A

(a) Shareholder approval and Specific information required by Listing Rule 14.1A

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

If Resolution 5 is passed the Company will have the ability to issue Equity Securities under the 10% Placement Facility.

If Resolution 5 is not passed the Company will not have the ability to issue Equity Securities under the 10% Placement Facility.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has one quoted class of Equity Securities on issue on the ASX, being the Shares (ASX Code: EMV).

(c) Formula for calculating 10% Placement Capacity

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

(A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the previous 12 months;
(C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rule 7.1 or 7.4. This does not include an issue of Shares under the Company's 15% placement capacity without Shareholder approval; and
(D) less the number of Shares cancelled in the previous 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating the Company's 15% placement capacity.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

5.3 Specific information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5.

(a) Approval Period

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(b) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(c) Purpose of Issue under 10% Placement Capacity

The Company may seek to issue the Equity Securities under the 10% Placement Facility in order to fund the Company’s ongoing product development, clinical trials, regulatory approvals, corporate administration and general working. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 upon any issue of Equity Securities.

(d) Risk of economic and voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

		Dilution	Dilution	Dilution

		$1.45	$2.90	$4.35
Number of Shares on


Issue
(Variable 'A' in ASX	Issue Price	(50%		(50%
Listing Rule 7.1A.2)	(per Share)	decrease in	(Current	increase in
		current issue	issue price)	current

		price)		issue price)

	Shares issued - 10% voting dilution	7,309,687	7,309,687	7,309,687
73,096,867

	Funds raised	$10,599,046	$21,198,091	$31,797,137
(Current Variable A)

	Shares issued - 10% voting dilution	10,964,530	10,964,530	10,964,530
109,645,301

(50% increase in	Funds raised	$15,898,569	$31,797,137	$47,695,706
Variable A)*

	Shares issued - 10% voting dilution	14,619,373	14,619,373	14,619,373
146,193,734

(100% increase in	Funds raised	$21,198,091	$42,396,183	$63,594,274
Variable A)*

The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue, a scrip issued under a takeover offer or the issue of Shares on the exercise of options which complied with ASX Listing Rules when issued) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

Variable “A” in the above table is calculated with reference to the total shares on issue as at 25 October 2021.
The issue price set out above is the closing price of the Shares on the ASX on 25 October 2021.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
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 Capacity, based on that Shareholder’s holding at the date of the Meeting

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A at an Annual General Meeting on 26 November 2020.

No Equity Securities were issued under Listing Rule 7.1A in the 12 month period preceding the date of the Meeting.

At the time of despatching the Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of the resolution.

7. ENQUIRIES

Shareholders may contact the Company Secretary if they have any queries in respect of the matters set out in these documents.

Emma Waldon Company Secretary EMVision Medical Devices Ltd 4.01, 65 Epping Road Macquarie Park NSW 2113 Australia

Tel: +61 417 800 529 Email: [email protected]

SCHEDULE 1: SUMMARY OF THE COMPANY'S EMPLOYEE SECURITIES INCENTIVE PLAN

The Company's Employee Securities Incentive Plan ( Plan ) was disclosed on the ASX on 11 December 2018. A summary of the terms of the Plan is set out below:

Eligible Participant

Eligible Participant means a person that:

i. is an ''eligible participant'' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
ii. has been determined by the Board to be eligible to participate in the Plan from time to time.

Purpose

The purpose of the Plan is to:

i. assist in the reward, retention and motivation of Eligible Participants;
ii. link the reward of Eligible Participants to Shareholder value creation; and
iii. align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

Eligibility, invitation and application

i. The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.
ii. On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.
iii. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

Terms of Convertible Securities

Each ‘Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 15 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

i. any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
ii. any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that

allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

Rights attaching to Plan Shares

All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

i. transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
ii. take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capitcashal at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the

Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

GLOSSARY

10% Placement Facility has the meaning given in Section 7.1.

Annual General Meeting , AGM or Meeting means the meeting convened by the Notice.

Article means an article of the Constitution.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of Directors of the Company as constituted from time to time.

Business Day has the meaning given to that term in ASX Listing Rule 19.12.

Closely Related Parties , in relation to a member of KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with EMVision, any company the member controls, and a person prescribed by the Corporations Regulations 2001 (Cth).

Company or EMVision means EMVision Medical Devices Ltd (ABN 38 620 388 230).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel or KMP has the same meaning given in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors of the Company.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Option means an option, if exercised in accordance with its terms, to acquire one Share in the Company.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

Proxy Form means the proxy form accompanying this Notice of Meeting.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Share Registry means Link Market Services.

Special Resolution means a resolution passed by more than 75 per cent of the votes at a general meeting of Shareholders.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

Interpretation

In these Documents, unless the context requires otherwise:

(a) a reference to a word includes the singular and the plural of the word and vice versa;
(b) a reference to a gender includes any gender;
(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
(d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;
(e) headings are included for convenience only and do not affect interpretation;
(f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
(g) a reference to a thing includes a part of that thing and includes but is not limited to a right;
(h) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;
(i) a reference to a statute or statutory provision includes but is not limited to:
(i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;
(ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and
(iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;
(j) a reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia; and
(k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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ABN 38 620 388 230

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

BY MAIL  EMVision Medical Devices Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of EMVision Medical Devices Ltd and entitled to participate in and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12:30pm (AEST) on Thursday, 25 November 2021 at the BDO Office, Level 10, 12 Creek Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of the Remuneration 5 Approval of 10% Placement Report Capacity 2 Re-election of Director – Tony Keane

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3 Re-election of Director – John Keep
4 Approval of Employee Incentive Plan

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

EMV PRX2101C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:30pm (AEST) on Tuesday, 23 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. 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. BY MAIL  EMVision Medical Devices Ltd APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to participate in Locked Bag A14 the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your Deliver it to Link Market Services Limited votes. Fractions of votes will be disregarded; and Level 12 (b) return both forms together. 680 George Street Sydney NSW 2000 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. subject to public health orders and restrictions Joint Holding:* where the holding is in more than one name, either shareholder may sign.

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

Deliver it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

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Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR PARTICIPATE INANCE.

AI assistant

EMVISION MEDICAL DEVICES LTD — AGM Information 2021

64852_rns_2021-10-25_52ddf17d-428a-4104-a752-51321237f887.pdf

NOTICE OF ANNUAL GENERAL MEETING

[ENDS]