EMVISION MEDICAL DEVICES LTD

13/10/23

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 2023 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]

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13 October 2023

Dear Shareholder

EMVision Medical Devices Ltd ACN 620 388 230 Level 10, 12 Creek Street, Brisbane Qld 4000

Annual General Meeting – Notice of Meeting and Proxies

Notice is given that the Annual General Meeting ( Meeting ) of Shareholders of EMVision Medical Devices Ltd (ACN 620 388 230) ( Company ) will be held as follows:

Time and date: 2.00pm (Sydney time) on Wednesday, 15 November 2023

Location: EMVision Office, Suite 4.01, 65 Epping Road, Macquarie Park, NSW 2113

Notice of Meeting

In accordance with the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:

the Company’s website at https://emvision.com.au/investors/ ; and
the ASX market announcements page under the Company’s code “AGN”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Voting at the Meeting or by proxy

Shareholders are encouraged to vote by lodging a proxy form.

Proxy forms can be lodged:

•	Online:	www.linkmarketservices.com.au
•	By mail:	EMVision Medical Devices Ltd
		C/- Link Market Services Limited
		Locked Bag A14
		Sydney South NSW 1235 Australia
•	In-person:	Deliver it to Link Market Services Limited*
		Parramatta Square, Level 22, Tower 6,
		10 Darcy Street, Parramatta NSW 2150
•	By fax:	+61 2 9287 0309
•	By mobile:	Scan the QR Code on your Proxy Form and follow the prompts

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

Your proxy voting instruction must be received by 2.00pm (Sydney time) on Monday, 13 November 2023 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by:

Emma Waldon Company Secretary EMVision Medical Devices Ltd

ABN 38 620 388 230

NOTICE OF ANNUAL GENERAL MEETING

TIME : 2.00 pm (AEST) DATE : Wednesday, 15 November 2023 PLACE : EMVision Office Suite 4.01, 65 Epping Road, Macquarie Park, NSW 2113

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 23.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions) 4 Explanatory Statement (explaining the proposed Resolutions) 9 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

To vote in person, attend the Annual General Meeting on the date and at the place set out on page 4.

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.

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 complete the security verification process 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, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150.

The deadline for receipt of proxy appointments is 2.00 pm (AEST) on Monday, 13 November 2023.

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

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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 EMVision Office, Suite 4.01, 65 Epping Road, Macquarie Park at 2.00pm (AEST) on Wednesday, 15 November 2023. Registration will open at 1.45 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 2.00 pm (AEST) on Monday, 13 November 2023.

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 2023.

Note : there is no requirement for Shareholders to approve the Annual Report.

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 2023.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, Resolutions 2 to 6 below, which will be proposed as Ordinary Resolutions :

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PHILIP DUBOIS

'That Mr Philip Dubois, retires by rotation in accordance with Article 7.3(b) of the Constitution, Listing Rule 14.4 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 Statement.'

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – RON WEINBERGER

'That Mr Ron Weinberger, who retires by rotation in accordance with Article 7.3(b) of the Constitution, Listing Rule 14.4 and for all other purposes, and, being eligible and offering himself for re-election, is reelected as a Director on the terms and conditions in the Explanatory Statement.'

RESOLUTION 4 – APPROVAL TO INCREASE AGGREGATE FEE POOL FOR NON-EXECUTIVE DIRECTORS

“That, for the purposes of Listing Rule 10.17, article 7.5 of the Company’s Constitution and all other purposes, the aggregate amount of fees that may be paid to Non-Executive Directors be increased to $500,000 per annum (being an increase of $200,000) on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 5 – APPROVAL OF NEW PLAN

“That for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the new employee incentive plan of the Company known as the ‘EMVision Medical Devices Ltd Employee Securities Incentive Plan’ ( New Plan ) is approved and the issue of Equity Securities under the terms of the New Plan, on the terms and conditions set out in the Explanatory Statement.”

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RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER NEW PLAN

“That for a period commencing from the date this Resolution is passed and ending upon the expiry of all Equity Securities issued or to be issued under the New Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

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 7 – AMENDMENT TO THE CONSTITUTION

"That, pursuant to and in accordance with section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its Constitution by making the amendment contained in the document tabled at the Meeting and signed by the Chair for the purposes of identification, with effect from the close of the Meeting."

RESOLUTION 8 – 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 accompanying the Notice.”

DATED: 13 OCTOBER 2023

BY ORDER OF THE BOARD

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EMVISION MEDICAL DEVICES LTD EMMA WALDON COMPANY SECRETARY

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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 24.

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 Resolutions 1, 4, 5 and 6), voting prohibitions.

In addition, separate voting restrictions apply in respect of Resolutions 4, 5 and 8 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, 4, 5 and 6. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 1, 4, 5 and 6.

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, 4, 5 and 6 (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, 4, 5 and 6 (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, 4, 5 and 6 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 2023; 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 to Increase Aggregate Fee Pool for Non-Executive Directors Voting Prohibition Statement:

In accordance with the Corporations Act, a person appointed as proxy must not vote on Resolution 4 on the basis of that appointment, if that person is:

(a) a member of the KMP as at the date of the Meeting; or
(b) Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 4 if the person does so as a proxy for a person who is entitled to vote where:

(a) the Proxy Form specifies how the proxy is to vote on Resolution 4; or
(b) the proxy is the Chairman of the Meeting, who may vote in favour of Resolution 4 in accordance with an express authorisation on the Proxy Form.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by a Director or an associate of a Director.

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 on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(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.

Resolutions 5 – Approval of New Plan

Voting Prohibition Statement:

In accordance with the Corporations Act, a person appointed as proxy must not vote on Resolution 5 on the basis of that appointment, if that person is:

(a) a member of the KMP as at the date of the Meeting; or
(b) Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 5 if the person does so as a proxy for a person who is entitled to vote where:

(a) the Proxy Form specifies how the proxy is to vote on Resolution 5; or
(b) the proxy is the Chairman of the Meeting, who may vote in favour of Resolution 5 in accordance with an express authorisation on the Proxy Form.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by or on behalf of any person who is eligible to participate in the New Plan, or any of their respective associates.

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 on the Resolution, 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 on the Resolution, 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 6 – Approval of Potential Termination Benefits under New Plan

Voting Prohibition Statement:

In accordance with the Corporations Act, a person appointed as proxy must not vote on Resolution 6 on the basis of that appointment, if that person is:

(a) a member of the KMP as at the date of the Meeting; or
(b) Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 6 if the person does so as a proxy for a person who is entitled to vote where:

(a) the Proxy Form specifies how the proxy is to vote on Resolution 6; or
(b) the proxy is the Chairman of the Meeting, who may vote in favour of Resolution 6 in accordance with an express authorisation on the Proxy Form.

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In addition to the above, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 6 must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person’s future retirement.

However, a vote may be cast by such a person if:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.

Resolution 8 – Approval of 10% Placement Capacity Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8 if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates.

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 on the Resolution, 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 on the Resolution, 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.

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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 Wednesday, 15 November 2023 at 2.00 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 2023, 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:

(a) the conduct of the audit;
(b) the preparation and content of the Auditor’s Report;
(c) the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and
(d) 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 Wednesday, 8 November 2023.

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:

(a) if comments are made on the Remuneration Report at the Meeting, EMVision’s 2023 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
(b) if, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the 2023 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 removal of the whole Board ( 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) who were in office at the date of approval of the applicable Directors' Report will cease to hold office at the subsequent EGM, unless re-elected at that Meeting.

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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. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

3. RESOLUTION 2 AND 3 - RE-ELECTION OF DIRECTORS - PHILIP DUBOIS AND RON WEINBERGER

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(b) of the Constitution and Listing Rule 14.4 both require that a director must not hold office without re-election (i) past the third annual general meeting following the director's appointment or last election; or (ii) for more than 3 years, whichever is the longer.

Article 7.3(f) provides that a director who retires under article 7.3(b) is eligible for re-election. This retirement rule does not apply to the managing director.

Philip Dubois

Philip Dubois retires by rotation pursuant to Resolution 2 and seeks re-election in accordance with article 7.3 of the Constitution.

If elected, Philip Dubois is considered by the Board (with Philip Dubois abstaining) to be an independent Director and is free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement.

Philip Dubois has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

Brief Curriculum Vitae of Philip Dubois

Non-Executive Director – Independent - appointed 29 September 2020

Experience and expertise

Dr Dubois is an independent Non-executive Director. He is a neuroradiologist and nuclear imaging specialist, and up until recently a Non-Executive Director of Sonic Healthcare Limited (ASX:SHL), former CEO of their imaging division and served as Executive Director from 2001 to 2020. He is also the founder and former CEO and Chairman of Queensland X-Ray. Dr Dubois is currently an Associate Professor of Radiology at the University of Queensland Medical School. He has served on numerous government and radiology group bodies, including the councils of the Royal Australian and New Zealand College of Radiologists and the Australian Medical Association, and as Vice-President of the Australian Diagnostic Imaging Association.

Qualifications

MBBS, FRCR, FRANZCR, FAICD

Current directorships of other listed companies

None

Former directorships of other listed companies in the last three years

Sonic Healthcare Limited (ASX:SHL)

Special responsibilities

Member of Remuneration & Nomination Committee

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

Ron Weinberger

Ron Weinberger retires by rotation pursuant to Resolution 3 and seeks re-election in accordance with article 7.3 of the Constitution.

If elected, Ron Weinberger is not considered by the Board (with Ron Weinberger abstaining) to be an independent Director by virtue of his recent executive position with the Company.

Ron Weinberger has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

Brief Curriculum Vitae of Ron Weinberger

Non-Executive Director – Not Independent - appointed 6 May 2020

Experience and expertise

Dr Weinberger has more than 20 years’ experience in medical research, biotechnology and commercialization and was Managing Director and Chief Executive Office of the Company until 30 June 2023. Dr Weinberger joined Nanosonics in August 2004 and was appointed as Executive Director in July 2008 then Managing Director and Chief Executive Officer December 2011 with a period as acting CEO from May 2011. From October 2013 to February 2018, Dr Weinberger was responsible for the direction of Nanosonics’ technology development and commercialisation strategy. He is co-inventor of several of Nanosonics’ key technology patents.

Qualifications

PHD (Medical Biochemistry), BSc (Hons) Molecular Pharmacology.

Current directorships of other listed companies

Hera Med Ltd (ASX: HMD)

Former directorships of other listed companies in the last three years

Cleanspace Holdings Ltd (ASX: CSX)

Special responsibilities

Formerly Managing Director up until 30 June 2023

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

4. RESOLUTION 4 – APPROVAL TO INCREASE AGGREGATE FEE POOL FOR NON-EXECUTIVE DIRECTORS

Background

ASX Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of its shareholders. Similarly, article 7.5(a) of the Constitution requires that the maximum remuneration payable to the non-executive directors will not exceed the sum determined by the Shareholders in general meeting.

It is proposed that the fee pool for non-executive directors be increased from $300,000 to $500,000 per annum (an increase of $200,000), effective from 1 July 2023. The fee pool is inclusive of statutory entitlements (including superannuation).

Rationale for increase

The reasons for the proposed increase are as follows:

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(a) the current aggregate non-executive director fee pool limit of $300,000 per annum was set at a general meeting of Shareholders on 15 August 2018. The Board has not sought to increase the total fee pool since 2018; and
(b) the Directors consider that the fee pool available for non-executive directors should provide sufficient flexibility for the Company to take on additional non-executive director/s when deemed necessary and to provide flexibility for succession planning or business growth.

The Directors consider that the increased aggregate fee pool will (if approved) provide appropriate capacity for the Company’s future requirements. Based on the Board composition, it is not expected that the maximum remuneration payable will be paid to the Board members in the 2024 financial year. However, the increased aggregate fee pool will provide the necessary flexibility to operate the Board with a varying number of Directors in future years to meet the oversight and governance requirements of the Company, as well as the ability to attract and retain appropriately qualified Directors.

The Board also believes that the remuneration of the Directors must be maintained at a level consistent with similarly sized ASX listed companies, taking into account the time commitment of the role and Company performance.

‐ The remuneration currently provided to each Non Executive Director of the Company for the financial year ended 30 June 2023 is detailed in the Remuneration Report (being the subject of Item 1).

If Resolution 4 is passed, the maximum aggregate amount of annual directors’ fees which may ‐ be paid to all of the non executive directors of the Company in any financial year (effective 1 July 2023) will increase by $200,000 to $500,000.

If Resolutions 4 is not passed, the maximum aggregate amount of annual directors’ fees which ‐ may be paid to all of the non executive directors of the Company in any financial year will remain at $300,000. This may potentially impact the Company’s ability to take on additional non-executive director/s and retain the services of non-executive directors.

Specific information required by Listing Rule 10.17

For the purposes of ASX Listing Rule 10.17, the following information is provided to Shareholders:

(a) The proposed increase in the maximum aggregate amount of annual directors’ fees ‐
which may be paid to all of the non executive directors of the Company in any financial year is $200,000.
(b) The maximum aggregate amount of annual Directors’ fees which may be paid to all of the non‐executive directors of the Company in any financial year is $500,000.
The following securities have been issued to non-executive directors in the preceding three years under ASX Listing Rule 10.14 with the approval of Shareholders:

Director	Option Details	Number of Options
John Keep	Exercise Price $2.25, Expiry 31-Dec-25	300,000
Philip Dubois	Exercise Price $3.95, Expiry 29-Sep-23	500,000
	Exercise Price $2.25, Expiry 31-Dec-25	200,000
Tony Keane	Exercise Price $2.25, Expiry 31-Dec-25	200,000
Geoff Pocock	Exercise Price $2.25, Expiry 31-Dec-25	200,000

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Ron Weinberger*	Exercise Price $1.25, Expiry 6-May-23	1,000,000
	Exercise Price $2.25, Expiry 31-Dec-25	500,000

Ron Weinberger was issued these Options whilst Managing Director of the Company. Ron resigned as Managing Director effective 30 June 2023 and became a Non-Executive Director from 1 July 2023.

Board recommendation: Scott Kirkland, being the only director without an interest in the outcome of this Resolution, recommends that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – APPROVAL OF NEW PLAN

Background

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes ( ESS ). Division 1A was introduced into Part 7.12 of the Corporations Act, providing a new regime for the making of offers in connection with an ESS ( New Regime ). This regime replaces the relief previously afforded by ASIC Class Order 14/1000 ( Class Order ).

To ensure that the Company’s ESS complies with the New Regime, the Company will adopt, subject to Shareholder approval, a new ESS called the ‘EMVision Medical Devices Ltd Employee Securities Incentive Plan’ ( New Plan ).

Resolution 5 seeks Shareholder approval for the adoption of the New Plan in accordance with Listing Rule 7.2 exception 13(b).

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the New Plan. A summary of the key terms of the New Plan is in Schedule A. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries.

Key changes between the Class Order and New Regime

The following table summarises the key changes implemented by the New Regime.

These changes are reflected in the New Plan.

	Position under the Class Order	Position under the New Regime
Disclosure obligations	The Class Order mandates certain information that must be provided to ESS participants. There is no difference between the disclosure requirements where ESS interests are offered for monetary consideration or for no monetary consideration.	If the offer of ESS interests is for no monetary consideration:There are no prescribed disclosure obligations, other than a statement that the offer is made under Division 1A. If the offer of ESS interests is for monetary consideration: • Certain prescribed disclosure requirements apply. These disclosure requirements are similar (although different) to the current disclosure requirements under the Class Order.

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		• The participant cannot acquire the ESS interests until 14 days after receiving the above disclosure. This mandates a waiting period ensuring a participant has time to consider their decision and seek legal financial advice. • Any associated trust, contribution plan and loan arrangement will need to comply with specified requirements.
Eligible participants	• Directors; • Full-time and part-time employees; • Casual employees and contractors, provided they work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the entity.	• Directors; • Full-time and part-time employees; • Any service providers to the entity (with no minimum requirement of hours of service provided); • Certain ‘related persons’ to the above.
5% limit	The maximum number of ESS interests that can be issued under the Class Order relief over a three- year period is 5% of the issued share capital.	If the offer of ESS interests is for no monetary consideration:There is no limit on the number of such ESS interests that may be issued. If the offer of ESS interests is for monetary consideration:The number of ESS interests issued over a three-year period must not exceed 5% of the issued share capital. Entities may specify a different issue cap in their constitution. The Company is seeking Shareholder approval under Resolution 7 to modify its Constitution to increase the 5% limit to 10%.
Suspension	For the Class Order relief to be available, the entity’s shares must not have been suspended for more than 5 days over the previous 12 months.	The new regime permits an entity to offer ESS interests regardless of any suspension to the trading of its shares.
ASIC involvement	A ‘Notice of Reliance’ must be submitted to ASIC to rely on the Class Order relief.	There are no ASIC lodgement requirements. ASIC has the power to require the provision of documents necessary in order to form an opinion about whether the regime has been complied with. ASIC has also been given express enforcement powers including the ability to issue ‘stop orders’.

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Criminal offences	N/A	New ESS related criminal offences have been introduced regarding certain misleading or deceptive statements or omissions.

Listing Rules 7.1 and 7.2, exception 13(b)

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the New Plan from those set out in this Notice in Schedule A.

If Resolution 5 is passed, the Company will be able to issue Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years up to a nominated maximum amount without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

If Resolution 5 is not passed, any issue of Equity Securities pursuant to the New Plan must either be undertaken using the Company’s 15% annual placement capacity under Listing Rule 7.1, or with prior Shareholder approval.

Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the New Plan:

(a) A summary of the material terms of the New Plan is in Schedule A.
(b) As at the date of this Notice, 1,100,000 Options exercisable at $2.25 each with expiry dates of 24 April 2024 and 24 October 2024 and 54,899 Performance Rights, have been issued under the New Plan.
(c) The Company adopted its Existing Plan as an exception to Listing Rule 7.1 under Listing Rule 7.2, exception 13(b) at its 2021 annual general meeting. Since that date, the Company has issued the following Equity Securities under the Existing Plan:

Number of Securities	Type of Security	Recipient(s)	Date of issue
500,000	Options	Contractor	1 December 2021
103,203	Performance Rights	Employees	6 July 2022
1,900,000	Options	Directors	1 December 2022
750,000	Options	Contractors	1 December 2022

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(d) The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 5 is 8,925,632 Equity Securities. This number comprises approximately 10% of the Company's Equity Securities currently on issue.
(e) A voting exclusion statement is included in the Notice.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of approving the New Plan.

6. RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER NEW PLAN

General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the New Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the New Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained.

If Resolution 6 is not passed, the Company will not be able to offer ‘termination benefits’ to persons who hold a ‘managerial or executive office’ pursuant to the terms of the New Plan unless Shareholder approval is obtained each and every time such termination benefit is proposed, in accordance with section 200E of the Corporations Act.

Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the New Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Statement.

Under the terms of the New Plan and subject to the Listing Rules and the Corporations Act, the Board possesses the discretion to vary the terms or conditions of the New Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the New Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the New Plan who holds:

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(a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and
(b) Plan Securities at the time of their leaving.

Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the New Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

(a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and
(b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules, without seeking prior Shareholder approval.

Board recommendation: The Directors decline to make a recommendation due to their potential personal interests in the outcome of this Resolution.

7. RESOLUTION 7 – AMENDMENT TO THE CONSTITUTION

Background

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 7 seeks the approval of Shareholders to modify the Company’s existing Constitution to incorporate recent amendments to the Corporations Act regarding the holding of meetings of Shareholders using virtual meeting technology and the new regime for the making of offers in connection with employee share schemes under Part 7.12 of the Corporations Act.

The Directors believe that it is preferable in the circumstances to simply modify the existing Constitution rather than repealing the entire existing Constitution and replacing it with a new constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders.

A copy of the modified Constitution is available for review by Shareholders at the office of the Company. A copy of the modified Constitution can also be sent to Shareholders upon request to the Company Secretary at [email protected]. Shareholders are invited to contact the Company if they have any queries or concerns.

If Resolution 7 is passed, the Company will adopt the modified Constitution with effect from the date this Resolution is passed.

If Resolution 7 is not passed, the Company will not adopt the modified Constitution.

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Summary of material proposed changes

(a) Meeting at more than one place (Article 6.5)

The modifications provide for the ability of the Company to hold meetings of the Company’s Shareholders using virtual technology only, as well as physical or hybrid meetings. This improved flexibility is necessary to ensure the Company is able to hold general meetings at times where physical meetings may not be practicable (such as during pandemics).

Set out below are the proposed modifications to the existing Constitution:

(i) Insert as a new Article 6.5:

6.5 Meeting at more than one place

(a) The Company may hold a meeting of Members at a time determined by the Directors:
(i) at one or more physical venues;
(ii) at one or more physical venues and using virtual meeting technology; and
(iii) using virtual meeting technology only,

provided that, in each case, Members as a whole are given a reasonable opportunity to participate in the meeting, and otherwise in the manner determined by the Directors.

(b) If the Directors elect to use virtual meeting technology for a general meeting of the Company, the Directors will determine the type of virtual meeting technology to be used, which may include any combination of telephone, video conferencing, messaging, smartphone application or any other audio and/or visual device which permits instantaneous communication.

(b) Issue cap for offers involving monetary consideration under an employee incentive scheme

The proposed amendment provides the ability for the Company to increase the 5% issue cap under the Corporations Act in respect of offers for monetary consideration under the New Plan to 10%. Set out below is the proposed modification to the existing Constitution.

(i) Insert as new definitions in Article 1.3:

ESS Interests has the meaning under section 1100M(1) of the Corporations Act.

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

(ii) Insert as a new Article 2.10:

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2.10 Issue cap for offers involving monetary consideration under an employee incentive scheme

For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests if, at the time the offer is made, the Company reasonably believes:

(a) the total number of Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and
(b) the total number of Shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company’s employee share scheme at any time during the 3 year period ending on the day the offer is made,

does not exceed 10% of the number of Shares actually on issue as at the start of the day the offer is made.

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

8. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

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 $132.5 million.

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 7.2(c) below).

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

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 7 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 7 for it to be passed.

If Resolution 7 is passed the Company will have the ability to issue Equity Securities under the 10% Placement Facility.

If Resolution 7 is not passed the Company will not have the ability to issue Equity Securities under the 10% Placement Facility.

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(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 Facility

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

A is the number of Shares on issue 12 months before the date of issue or agreement to issue:
- (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2 (other than exceptions 9, 16 or 17);
- (ii) plus the number of Shares issued in in the previous 12 months on the conversion of convertible securities within rule 7.2 exception 9 where:
  - a. the convertible securities were issued or agreed to be issued before the commencement of the 12 month period; or
  - b. the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4;
- (iii) plus the number of Shares issued in the previous 12 months under an agreement to issue securities within rule 7.2 exception 16, where:
  - a. the agreement was entered into before the commencement of the previous 12 month period; or
  - b. the agreement or issue was approved, or taken under the ASX Listing Rule to have been approved, under rule 7.1 or rule 7.4;
- (iv) plus the number of partly paid Shares that became fully paid in the previous 12 months;
- (v) plus the number of Shares issued in the previous 12 months with the approval of holders of Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of ordinary fully paid Shares under the company’s 15% placement capacity without shareholder approval; and
- (vi) less the number of Shares cancelled in the previous 12 months.
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 relevant period where the issue or agreement to issue has not been subsequently approved by Shareholders.

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 7. (a) Approval Period

The Equity Securities may be issued under the 10% Placement Facility 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

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(ii) the time and date of the Company’s next Annual General Meeting; and
(iii) 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 Facility

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 capital. 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 Facility will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Facility, 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 Facility.

Shares (Variable A in Listing Rule 7.1A.2)	Dilution
	Issue price per Share	$0.850 50% decrease in Current Market Price	$1.70 Current Market Price	$3.40 100% increase in Current Market Price
77,957,112 Shares Variable A	10% Voting Dilution	7,795,711 Shares	7,795,711 Shares	7,795,711 Shares
	Funds raised	$6,626,355	$13,252,709	$26,505,418
116,935,668 Shares 50% increase in Variable A	10% Voting Dilution	11,693,567 Shares	11,693,567 Shares	11,693,567 Shares
	Funds raised	$9,939,532	$19,879,064	$39,758,127

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Shares (Variable A in Listing Rule 7.1A.2)	Dilution
	Issue price per Share	$0.850 50% decrease in Current Market Price	$1.70 Current Market Price	$3.40 100% increase in Current Market Price
155,914,224 Shares 100% increase in Variable A	10% Voting Dilution	15,591,422 Shares	15,591,422 Shares	15,591,422 Shares
	Funds raised	$13,252,709	$26,505,418	$53,010,836

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 29 September 2023.
The issue price set out above is the closing price of the Shares on the ASX on 29 September 2023.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Facility.
The issue of Equity Securities under the 10% Placement Facility 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 Facility, 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 Facility

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Facility 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 Facility 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.

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The Company will determine the recipients at the time of the issue under the 10% Placement Facility, 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 Facility 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 16 November 2022.

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]

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GLOSSARY

10% Placement Facility has the meaning given in Section 8.

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.

ESS means employee share schemes.

Existing Plan means the existing Employee Securities Incentive Plan of the Company.

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.

New Plan means the proposed new employee securities incentive plan of the Company, the subject of Resolution 5.

New Regime has the meaning given in Section 5.

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.

Plan Securities has the meaning given in Section 6.

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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SCHEDULE A: SUMMARY OF TERMS AND CONDITIONS OF NEW PLAN

( Eligible Participant ): A person is eligible to participate in the New Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the New Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

(a) an employee or director of the Company or an individual who provides services to the Company;
(b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(c) a prospective person to whom paragraphs (a) or (b) apply;
(d) a person prescribed by the relevant regulations for such purposes; or
(e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).
( Maximum allocation ): The Company must not make an offer of Securities under the New Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:
(a) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus
(b) the total number of Plan Shares issued or that may be issued as a result of offers made under the New Plan at any time during the previous 3 year period,

would exceed 10% (subject to Shareholder approval of Resolution 7) of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

( Purpose ): The purpose of the New Plan is to:
(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) 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 New Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the New Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.
( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the New Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the New Plan will comply with the disclosure obligations pursuant to Division 1A.

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. 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. A

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waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the New 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 New 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.

At the time of exercise of the Convertible Securities, and subject to Board approval, 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 5 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 New Plan rules, or such earlier date as set out in the New 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 New 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.

3478-8914-9735, v. 2

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 New Plan rules: 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 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 New 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 New 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 Securities ): If the invitation provides that any Plan Shares or Convertible Securities 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.
( 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 capital 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 New Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the New Plan and determine that any amendments to the New Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the New 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.

3478-8914-9735, v. 2

( Plan duration ): The New Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the New Plan for a fixed period or indefinitely, and may end any suspension. If the New Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.
( Employee Share Trust ): The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.

3478-8914-9735, v. 2

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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 2:00pm (AEST) on Wednesday, 15 November 2023 at the EMVision Office, Suite 4.01, 65 Epping Road, Macquarie Park, NSW, 2113 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 4, 5 & 6: 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, 5 & 6, 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 new plan report 2 Re-election of director – 6 Approval of potential termination Philip Dubois benefits under new plan 3 Re-election of director – 7 Amendment to the constitution Ron Weinberger 4 Approval to increase aggregate fee 8 Approval of 10% placement pool for non-executive directors capacity

 * 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) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) 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 PRX2301C

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 2:00pm (AEST) on Monday, 13 November 2023, 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 Form, including where the Resolutions are connected directly or indirectly specifically for voting online. You can with the remuneration of KMP. now lodge your proxy by scanning the VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT QR code 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 Parramatta Square (b) return both forms together. Level 22, Tower 6 10 Darcy Street SIGNING INSTRUCTIONS Parramatta NSW 2150 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. 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* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

*during business hours Monday to Friday (9:00am - 5:00pm)

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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 — Proxy Solicitation & Information Statement 2023

64852_rns_2023-10-12_602df6d1-a8ab-4013-88ab-8815f0285967.pdf

NOTICE OF ANNUAL GENERAL MEETING

[ENDS]

Annual General Meeting – Notice of Meeting and Proxies

Notice of Meeting

Voting at the Meeting or by proxy

Shareholders are encouraged to vote by lodging a proxy form.

EMVISION MEDICAL DEVICES LTD

ABN 38 620 388 230

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

APPOINTING A PROXY

POWER OF ATTORNEY

CORPORATE REPRESENTATIVES

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

AGENDA

ADOPTION OF ANNUAL REPORT

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PHILIP DUBOIS

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – RON WEINBERGER

RESOLUTION 4 – APPROVAL TO INCREASE AGGREGATE FEE POOL FOR NON-EXECUTIVE DIRECTORS

RESOLUTION 5 – APPROVAL OF NEW PLAN

RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER NEW PLAN

RESOLUTION 7 – AMENDMENT TO THE CONSTITUTION

RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

DATED: 13 OCTOBER 2023

BY ORDER OF THE BOARD

EMVISION MEDICAL DEVICES LTD EMMA WALDON COMPANY SECRETARY

Voting Prohibition and Voting Exclusion Statements

Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

Resolution 4 – Approval to Increase Aggregate Fee Pool for Non-Executive Directors Voting Prohibition Statement:

Voting Exclusion Statement:

Resolutions 5 – Approval of New Plan

Voting Prohibition Statement:

Voting Exclusion Statement:

Resolution 6 – Approval of Potential Termination Benefits under New Plan

Voting Prohibition Statement:

Resolution 8 – Approval of 10% Placement Capacity Voting Exclusion Statement:

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

1. ANNUAL REPORT

Written questions for the auditor

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

3. RESOLUTION 2 AND 3 - RE-ELECTION OF DIRECTORS - PHILIP DUBOIS AND RON WEINBERGER

Constitution

Retirement by rotation

Philip Dubois

Brief Curriculum Vitae of Philip Dubois

Experience and expertise

Qualifications

Current directorships of other listed companies

Former directorships of other listed companies in the last three years

Special responsibilities

Ron Weinberger

Brief Curriculum Vitae of Ron Weinberger

Experience and expertise

Qualifications

Current directorships of other listed companies

Former directorships of other listed companies in the last three years

Special responsibilities

4. RESOLUTION 4 – APPROVAL TO INCREASE AGGREGATE FEE POOL FOR NON-EXECUTIVE DIRECTORS

Background

Rationale for increase

Specific information required by Listing Rule 10.17

5. RESOLUTION 5 – APPROVAL OF NEW PLAN

Background

Key changes between the Class Order and New Regime

Listing Rules 7.1 and 7.2, exception 13(b)

Specific information required by Listing Rule 7.2, exception 13(b)

6. RESOLUTION 6 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER NEW PLAN

General

Part 2D.2 of the Corporations Act

Valuation of the termination benefits

7. RESOLUTION 7 – AMENDMENT TO THE CONSTITUTION

Background

EMVISION MEDICAL DEVICES LTD Proxy Solicitation & Information Statement 2023